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A  SELECTIVE  MICROFILM  EDITION 

PART  IV 
(1899-1910) 


Thomas  E.  Jeffrey 
Lisa  Gitelman 
Gregory  Jankunis 
.David  W.  Hutchings 
Leslie  Fields 


Theresa  M.  Collins 
Gregory  Field 
Aldo  E.  Salerno 
Karen  A.  Detig 
Lorie  Stock 


Robert  Rosenberg 
Director  and  Editor 


Sponsors 

Rutgers,  The  State  University  Of  New  Jersey 
National  Park  Service,  Edison  National  Historic  Site 
New  Jersey  Historical  Commission 
Smithsonian  Institution 


University  Publications  of  America 
Bethesda,  MD 
1999 


Edison  signature  used  with  permission  ofMcGraw-Edisou  Company 


Thomas  A.  Edison  Papers 
at 

Rutgers,  The  State  University 
endorsed  by 

National  Historical  Publications  and  Records  Commission 
18  June  1981 

Copyright  ©  1999  by  Rutgers,  The  State  University 

All  rights  reserved.  No  part  of  this  publication  including  any  portion  of  the  guide  and  index  or  of 
the  microfilm  may  be  reproduced,  stored  in  a  retrieval  system,  or  transmitted  in  any  form  by  any 
means— graphic,  electronic,  mechanical,  or  chemical,  includingpliotocopying,  recordingor  taping, 
or  information  storage  and  retrieval  systems— without  written  permission  of  Rutgers,  The  State 
University,  New  Brunswick,  New  Jersey. 


The  original  documents  hi  this  edition  are  from  the  archives  at  the  Edison  National  Historic  Site 
at  West  Orange,  New  Jersey. 


THOMAS  A.  EDISON  PAPERS 


Robert  A.  Rosenberg 
Director  and  Editor 

Thomas  E.  Jeffrey 
Associate  Director  and  Coeditor 

Paul  B.  Israel 

Managing  Editor,  Book  Edition 
Helen  Endick 

Assistant  Director  for  Administration 


Associate  Editors 
Theresa  M.  Collins 
Lisa  Giteiman 
Keith  A.  Nier 

Research  Associates 

Gregoiy  Jankunis 
Lorie  Stock 


Assistant  Editors 
Louis  Carlat 
Aido  E.  Salerno 


Secretary 
Grace  Kurkowski 


Amy  Cohen 
Bethany  Jankunis 
Laura  Konrad 
Vishal  Nayak 


Student  Assistants 


Jessica  Rosenberg 
Stacey  Saelg 
Wojtek  Szymkowiak 
Matthew  Wosniak 


BOARD  OF  SPONSORS 


Rutgers,  Tlie  State  University  of  New 
Jersey 

Francis  L.  Lawrence 
Joseph  J.  Seneca 
Richard  F.  Foley 
David  M.  Oshinsky 
New  Jersey  Historical  Commission 
Howard  L.  Green 


National  Park  Service 
John  Maounis 
Maryanne  Gerbauckas 
Roger  Durham 
George  Tselos 
Smithsonian  Institution 
Bernard  Finn 
Arthur  P.  Molella 


EDITORIAL  ADVISORY  BOARD 

James  Brittain,  Georgia  Institute  of  Technology 
R.  Frank  Colson,  University  of  Southampton 
Louis  Golambos,  Johns  Hopkins  University 
Susan  Hockey,  University  of  Alberta 
Thomas  Parke  Hughes,  University  of  Peimsylvania 
Peter  Robinson,  Oxford  University 

Philip  Scranton,  Georgia  Institute  of  Technology/Hugley  Museum  and  Library 
Merritt  Roe  Smith,  Massachusetts  Institute  of  Technology 


FINANCIAL  CONTRIBUTORS 


PRIVATE  FOUNDATIONS 
The  Alfred  P.  Sloan  Foundation 
Charles  Edison  Fund 
The  Hyde  and  Watson  Foundation 
National  Trust  for  the  Humanities 
Geraldine  R.  Dodge  Foundation 


PUBLIC  FOUNDATIONS 
National  Science  Foundation 
National  Endowment  for  the 
Humanities 

National  Historical  Publications  and 
Records  Commission 


„  PRIVATE  CORPORATIONS  AND  INDIVIDUALS 
IMO  Industries 


Mr.  and  Mrs.  Stanley  H.  Katz 
Matsushita  Electric  Industrial  Co.,  Ltd. 
Midwest  Resources,  Inc. 


AT&T 

Atlantic  Electric 

Association  of  Edison  Illuminating 
Companies 

Battelle  Memorial  Institute 
The  Boston  Edison  Foundation 
Cabot  Corporation  Foundation,  Inc. 
Carolina  Power  &  Light  Company 
Consolidated  Edison  Company  of  New 
York,  Inc. 

Consumers  Power  Company 
Cooper  Industries 
Corning  Incorporated 
Duke  Power  Company 
Entergy  Corporation  (Middle  South 
Electric  System) 

Exxon  Corporation 

Florida  Power  &  Light  Company 

General  Electric  Foundation 

Gould  Inc.  Foundation 

Gulf  States  Utilities  Company 

David  and  Nina  Heitz 

Hess  Foundation,  Inc. 

Idaho  Power  Company 


Minnesota  Power 
New  Jersey  Bell 
New  York  State  Electric  &  Gas 
Corporation 

Nortli  American  Philips  Corporation 
Philadelplua  Electric  Company 
Philips  Lighting  B.V. 

Public  Service  Electric  and  Gas  Company 

RCA  Corporation 

Robert  Bosch  GmbH 

Rochester  Gas  and  Electric  Corporation 

San  Diego  Gas  and  Electric 

Savoimoh  Electric  and  Power  Company 

Schering-Plough  Foundation 

Texas  Utilities  Company 

Thomas  &  Betts  Corporation 

Thomson  Grand  Public 

Transamerica  Delaval  Inc. 

Westinghouse  Foundation 
Wisconsin  Public  Service  Corporation 


A  Note  on  the  Sources 

The  pages  which  have  been 
filmed  are  the  best  copies 
available.  Every  technical 
effort  possible  has  been 
made  to  ensure  legibility. 


PUBLICATION  AND  MICROFILM 
COPYING  RESTRICTIONS 


Reel  duplication  of  the  whole  or  of 
any  part  of  this  film  is  prohibited 
In  lieu  of  transcripts,  however, 
enlarged  photocopies  of  selected 
items  contained  on  these  reels 

may  be  made  in  order  to  facilitate 
research. 


LEGAL  SERIES 

The  Legal  Series  consists  of  correspondence,  printed  litigation  records, 
case  files,  agreements,  and  other  legal  documents.  The  documents  for  the 
period  1899-1910  appear  in  the  following  order:  (1)  Harry  F.  Miller  File;  (2) 
Richard  W.  Kellow  File;  (3)  Legal  Department  Records.  The  Miller  and  Kellow 
files  consist  primarily  of  agreements  and  other  legal  documents,  such  as 
assignments,  licenses,  powers  of  attorney,  deeds,  and  bonds,  along  with  a 
small  amount  of  related  correspondence.  The  Legal  Department  Records 
consist  of  correspondence,  patent  interference  files,  litigation  case  files, 
agreements,  and  other  documents  relating  to  the  activities  of  the  Legal 
Department,  a  centralized  office  for  the  consideration  of  legal  matters  involving 
Edison  and  his  companies. 

Harry  F.  Miller  File.  Harry  F.  Miller  began  his  association  with  the  Edison 
laboratory  in  1 888  in  the  office  of  John  F.  Randolph;  he  succeeded  Randolph 
as  Edison's  private  secretary  in  1 908.  Miller  also  served  as  an  official  in  several 
Edison  companies,  including  the  National  Phonograph  Co.  and  Thomas  A. 
Edison,  Inc.  Although  most  of  the  documents  in  the  Miller  File  date  from  the 
nineteenth  century,  there  is  also  some  material  from  the  twentieth  century.  The 
documents  for  1899-1910  relate  primarily  to  phonographs,  ore  milling,  and 
batteries,  as  well  as  to  Edison's  personal  and  corporate  finances.  Included  are 
agreements  and  other  items  pertaining  to  the  Edison  Manufacturing  Co., 
Edison  Phonograph  Works,  Edison  Portland  Cement  Co.,  National 
Phonograph  Co.,  and  other  Edison  companies.  Also  included  are  agreements 
and  other  documents  concerning  the  commercial  use  of  Edison's  name  by 
Thomas  A.  Edison,  Jr.,  and  others. 

Richard  W.  Kellow  File.  The  majority  of  items  in  the  Kellow  File  date 
from  the  first  three  decades  of  the  twentieth  century.  For  much  of  this  period, 
Kellow  served  as  a  secretary  of  Thomas  A.  Edison,  Personal  Interests,  which 
became  a  division  of  Thomas  A.  Edison,  Inc.,  after  the  organization  of  that 
company  in  February  1911.  The  documents  for  1899-1910  include  material 
pertaining  to  the  corporate  identity  and  the  finances  of  the  Edison  Portland 
Cement  Co.  and  Edison-Saunders  Compressed  Air  Co.;  items  relating  to  real 
estate,  insurance,  and  royalty  agreements;  and  documents  dealing  with  the 
sale  and  promotion  of  storage  batteries  and  electric  vehicles. 


Legal  Department  Records.  Established  in  1 904,  the  Legal  Department 
centralized  the  business  of  Edison,  his  laboratory,  and  his  companies  for  the 
consideration  of  legal  matters.  It  dealt  primarily  with  patent  concerns,  including 
applications,  interferences,  and  infringement  litigation,  but  it  also  handled  a 
variety  of  other  legal  matters,  such  as  real  estate  transactions,  copyright  and 
trademark  cases,  and  the  execution  of  agreements,  assignments,  and  licenses. 
Edison's  personal  attorney,  Frank  L.  Dyer,  served  as  general  counsel  of  the 
Legal  Department.  He  continued  to  manage  its  affairs  even  after  he  became 
Edison’s  chief  executive  officer  in  1908,  replacing  William  E.  Gilmore  as 
president  of  the  National  Phonograph  Co.  and  several  other  Edison 
companies.  The  records  of  the  Legal  Department  consist  primarily  of  files  that 
Dyer,  his  staff,  or  his  predecessors  collected  and  maintained  on  individual 
subjects  or  cases.  The  documents  for  1 899-1 91 0  are  arranged  by  subject  into 
five  groups:  (1)  Battery;  (2)  Cement;  (3)  Motion  Pictures;  (4)  Phonograph;  and 
(5)  Edison’s  Name. 

The  selected  material  in  the  Legal  Series  includes  agreements  and  other 
legal  instruments  pertaining  to  the  activity  of  Edison  and  his  companies;  patent 
interference  files  providing  descriptions  or  exhibits  of  experimental  work  done 
by  Edison  and  his  associates;  litigation  case  files  that  demonstrate  Edison’s 
involvement  in  the  progress  of  litigation  or  that  broadly  concern  his 
experimental  work  and  the  business  and  legal  strategies  of  his  companies;  and 
related  correspondence.  Whenever  there  are  multiple  copies  or  variant 
versions  of  the  same  document,  the  signed  original  (if  available)  has  been 
selected.  If  a  signed  original  cannot  be  found,  the  copy  that  most  closely 
approximates  the  final  document,  such  as  a  copy  entered  into  evidence  during 
litigation,  has  been  selected.  Drafts  of  agreements  and  other  legal  documents 
have  also  been  selected  if  they  are  in  Edison's  hand  or  if  there  are  significant 
variations  between  a  draft  and  the  final  document. 

Among  the  items  not  selected  are  patent  assignments,  letters  of 
transmittal  and  acknowledgment,  announcements  of  shareholders’  meetings, 
proxies,  powers  of  attorney,  routine  memoranda  between  attorneys,  and 
perfunctory  communications  with  the  courts.  Also  unselected  are  the  numerous 
suits  in  which  Edison  or  one  of  his  companies  was  at  least  nominally  involved, 
but  for  which  there  is  no  evidence  of  Edison’s  direct  participation.  Because  of 
the  vast  quantity  of  material  in  the  Legal  Department  records,  detailed 
descriptions  of  the  unselected  case  files  and  other  unselected  records  have  not 


been  presented.  A  comprehensive  finding  aid  is  available  at  the  Edison 
National  Historic  Site 

Documents  of  a  legal  orquasi-legai  nature  also  appear  in  other  series  on 
the  microfilm.  The  Document  File  Series  includes  numerous  agreements 
between  Edison  and  other  parties,  along  with  memoranda  by  Edison  regarding 
proposed  contracts;  correspondence  between  Edison  and  his  attorneys;  and 
material  relating  to  the  formation  and  activities  of  the  Legal  Department. 
Corporate  documentation  and  other  material  of  a  legal  nature,  including 
correspondence  and  other  items  pertaining  to  the  progress  of  litigation,  can 
also  be  found  in  the  Company  Records  Series. 


HARRY  F.  MILLER  FILE 


The  documents  in  this  file  cover  the  years  1870-1929,  but  most  of  the 
items  were  generated  in  the  nineteenth  century.  The  material  for  1899-1910 
consists  primarily  of  contracts  and  agreements,  assignments  and  licenses, 
powers  of  attorney,  deeds,  bonds,  and  other  legal  documents.  There  is  also  a 
letterbook  covering  the  years  1908-1916,  along  with  unbound  memoranda, 
correspondence,  and  financial  documents  such  as  bank  notes,  stock 
certificates,  bills,  and  receipts.  The  documents  relate  primarily  to  phonographs, 
ore  milling,  and  batteries,  as  well  as  to  Edison's  personal  and  corporate 
finances.  Included  are  agreements  and  other  items  pertaining  to  the  Edison 
Manufacturing  Co.,  Edison  Phonograph  Works,  Edison  Portland  Cement  Co., 
National  Phonograph  Co.,  and  other  Edison  companies.  Also  included  are 
agreements  and  other  documents  concerning  the  commercial  use  of  Edison's 
name  by  Thomas  A.  Edison,  Jr.,  and  others. 

Among  the  documents  for  1899  are  an  agreement  with  Charles  E. 
Stevens  regarding  foreign  phonograph  sales;  a  contract  with  William  L. 
Saunders  of  the  Ingersoll-Sargeant  Drill  Co.;  and  financial  agreements  between 
Edison  and  investors  in  the  Edison  Portland  Cement  Co.  The  items  for  1900 
include  statements  of  Edison's  account  with  the  Galisteo  Co.  for  expenses 
involved  in  gold  ore  experiments;  an  agreement  with  the  American  Mutoscope 
S  Biograph  Co.;  and  documents  pertaining  to  bond  transactions  and  stock 
options  involving  the  Edison  Phonograph  Works  and  Edison  Portland  Cement 
Co. 


Also  included  are  profit  and  loss  statements  for  the  Foreign  Department 
of  the  National  Phonograph  Co.  (1 901);  documents  dealing  with  the  resignation 
of  Charles  E.  Stevens  as  Foreign  Department  manager  (1902);  statements  by 
Cloyd  M.  Chapman  and  Robert  A.  Bachman  regarding  an  accident  at  the 
briquetting  oven  at  the  West  Orange  laboratory  (1903);  an  agreement  between 
Thomas  A.  Edison,  Jr.,  and  his  future  wife,  Beatrice  Willard  (1905); 
agreements  pertaining  to  the  manufacture  of  the  patent  medicine,  Edison 
Polyform  (1 906-1 907);  a  memorandum  by  Edison  concerning  the  payment  of 
a  $3,000  loan  from  William  E.  Gilmore  to  Frank  L.  Dyer  (1908);  documents 
relating  to  the  ownership  and  disposition  of  the  stock  of  the  Edison  Phonograph 
Works  and  International  Graphophone  Co.  (1909-1910);  and  a  16-page  set  of 
"Instructions  for  Keeping  Various  Solutions  Under  Control  For  the  Production 
of  Nickel  Flake”  for  storage  batteries  (ca.  1910). 


The  unbound  documents  in  the  Miller  File  were  originally  filed  in 
envelopes.  These  envelopes  and  theircontents  lacked  consistent  chronological 
or  topical  organization.  The  folders  in  the  archival  record  group  correspond  to 
the  original  filing  system.  A  detailed  finding  aid  is  available  at  the  Edison 
National  Historic  Site.  The  material  selected  for  publication  has  been 
rearranged  chronologically. 

Approximately  70  percent  of  the  documents  for  the  period  1899-1910 
have  been  selected.  The  unseiected  material  includes  numerous  duplicates 
and  variant  versions  of  other  documents  in  the  Miller  File  and  elsewhere.  Also 
not  selected  are  agreements  and  correspondence  with  users  of  the  Edison 
Phonoplex  System  of  Telegraphy;  routine  items  pertaining  to  stock  holdings, 
note  transfers,  journal  entries,  and  other  financial  matters;  leases  and  routine 
property  documents;  receipts,  correspondence,  and  other  items  relating  to 
insurance  policies;  powers  of  attorney;  letters  of  transmittal  and 
acknowledgment  and  other  non-substantive  correspondence;  and  the 
envelopes  and  accompanying  summary  sheets. 


HARRY  F.  MILLER  FILE 
1899 


This  is  to  certify  that  the  business  carried 


on  by  me  under  the  name  C.E. Stevens,  at  the  Edison  Build¬ 
ing,  on  Broad  Street,  New  York  City,  and  all  the  assets 
belonging  to  that  business  are  the  property  of  William  E. 
Gilmore,  Trustee,  and  is  carried  on  by  me  for  his  benefit. 
Dated  at  New  York  this  day  of 

— - —  ,  eighteen  to 

/cfwk^t-A AATlb^t'- 

/  r  \s,  . 

Hl) 


,  eighteen  hundred  and  ninety-nine. 


o 


THOMAS  A.  EDISON 
with 

WILLIAM  L.  SAUNDERS  and 

THE  INGERSOLL-SEROEANT 
DRILL  COMPANY. 


AGREEMENT  . 


Dated  March  1899. 


I  MEMORANDUM  OP  AGREEMENT 

made  this  23rd  day  of  March,  1899,  between 
THOMAS  A.  EDISON  of  Orange,  County  of  Essex,  State  of 
New  Jersey,  party  of  the  first  part,  and  WILLIAM  L. 
SAUNDERS  of  North  Plainfield,  County  of  Somerset,  State  of 
New  jersey  and  THE  INGERSOLL-SERGEANT  DRILL  COMPANY,  a  cor¬ 
poration  organized  and  existing  under  the  laws  of  the 
State  of  West  Virginia  and  having  its  principal  place  of 
business  in  the  City  of  New  York,  State  of  New  York,  parties 
of  the  second  part; 

WHEREAS,  the  said  Edison  is  the  inventor  of  a  new 
and  useful  Method  of  and  Apparatus  for  Re-heating  Compressed 
Air  for ’Industrial  Purposes  upon  which  an  application  for 
Letters  Patent  of  the  United  States  was  filed  in  the  United 
States  Patent  office  February  27,  1899,  Serial  No.  706,976, 
and  upon  which  invention  an  application  for  a  British  pat¬ 
ent  has  been  prepared  and  is  about  to  be  filed;  and 

WHEREAS,  the  said  Edison  is  the  sole  owner  of  all 
rights  to  the  said  invention  and  of  the  patents  which  may  be 
granted  thereon  for  the  United  states  and  Great  Britain;  and 
WHEREAS,  the  parties  of  the  second  part  obtained 
Letters  Patent  of  the  United  States  No.  486,411,  granted 
November  15,  1892,  upon  the  invention  of  the  said  Saunders 
relating  to  a  new  Method  of  Increasing  the  Efficiency  of 
Motor  Fluids,  which  invention  is  also  covered  by  British 
Letters  Patent  No."  20,676  ‘  of  the  year  1892,'  the 

parties  of  the  second  part  being  the  sole  owners  of  said 
United  States  and  British  patents  and  of  all  rights  thereun¬ 
der;  and 

WHEREAS , the^parties  hereto  are  desirous  of  exploit¬ 
ing  the  said  inventions  of  said  Edison  and  said  Saunders 
in  the  United  States  and  Great  Britain  as  a  single  enter- 


I  IT  IS  AGREED  as  follows: 

1.  A  corporation  shall  forthwith  be  organized 
under  the  laws  of  the  State  of  New  Jersey,  with  a  capital 
stock  of  Ten  thousand  Dollars  ($10,000),  to  be  known  as 
The  Edlson-Saunders  Compressed  Air  Company,  and  which  cor¬ 
poration  shall  purchase  and  become  the  owner  of  the  said 
inventions  of  the  said  Edison  and  said  Saunders  for  the 
United  States  and  Great  Britain,  and  of  the  patents  already 
issued  upon  the  invention  of  said  Saunders  for  said  coun¬ 
tries  and  of  the  patents  which  may  be  issued  upon  the  ap¬ 
plications  before  referred  to  of  the  said  Edison. 

2.  It  is  further  agreed  that  the  consideration  to  be 
paid  for  said  inventions  and  patents  shall  be  respectively 
Seven  thousand  five  hundred  Dollars  ($7,500)  to  the  said 
Edison  and  Two  thousand  five  hundred  Dollars  ($2,500)  to 

the  parties  of  the  second  part;  and  the  parties  hereto 
agree  to  take  the  capital  stock  of  said  Company, at  par, in 
payment  of  said  amounts . 

3.  It  is  further  agreed  that  immediately  upon  the 
organization  of  the  said  corporation  the  parties  hereto  will 
for thwi th ,and  for  the  consideration  before  mentioned,  as¬ 
sign  to  said  corporation . the  entire  right,  title  and  inter¬ 
est  in  said  inventions  and  the  patents  already  issued  and 
which  may  be  Issued  thereon  for  the  United  States  and 
Great  Britain. 

IN  TESTIMONY  WHEREOF,  the  parties  have  executed 
these  presents  (the  said  The  Ingersoll-Sergeant  Drill 
Company  by.  its  officers  thereto  duly  authorized)  the  day 

-2- 


'olu*  £■  ,■ 


In  presence  of: 


In  consideration  of  the  premises  herein  stated 
it  is  understood  and  agreed  between  the  parties  hereto  that 
the  Ingersoll  Sergeant  Drill  Col.  is  to  have  the  exclusive'. right 
to  the  inventions  in  the  United  States  and  England  covered 
by  said  patents  for  mines,  tunnels  and  quarries,  upon  pay¬ 
ment  of  a  royalty  the  amount  of  which  is  hereafter  to  1 
agreed  upon  by  the  parties  to  this  instrument, but  such  li-  | 
cense  shall  not  be  transferable. 


7> 


the  ik - ; 


J  ~  Northern  Centmlllailway  Co.  Phihula.,  mini.  i'JlaUaJt./t.Co. 

West  Jersey  tout  Seas/ioreJtailroad  Company. 


[  RECEIVED  j 

JUN.-ia-t8»0 

AnstilJli 


Mr.  T.  A.  Edison, 

Oranga,  TT.J. 

Dear  Sir:- 

I  have  not  acknowledged  receipt  of  your  faWr  0/ 

August  15th,  1898,  as  X  have  been  canvassing  our  line  in  the 
hope  that  I  could  introduce  enough  phonoplex  circuits  to  make 
it  worth  our  while  to  take  advantage  of  the  arrangement  made 
some  time  ago  between  Mr.  Logue  and  myself  whi ch  was  approved 
by  your  letter. 

To  my  surprise  and  regret  it  has  not  seemed  practicable 
to  so  materially  increase  the  number  of  phonoplex  circuits  as 
to  make  it  worth  while  to  take  advantage  of  this  arrangement. 
Indeed  it  seems  that  it  is  to  our  best  interest  to  dispense 
with  one  of  the  circuits  in  effect  and  I  will  ask  you  to  take 
this  as  notice  that  we  expect  to  discontinue  the  circuit  that 
we  are  now  working  between  Philadelphia  and  Camden  on  the  1st 
of  July,  1899. 

As  above,  I  am  very  sorry  that  we  cannot  make  the  pro¬ 
posed  arrangement  as  it  seemed  to  be  a  equitable  method  of 
adjusting  the  loss  which  we  have  suffered  in  paying  you  for 
circuits  which  we  have  not  psed^,  but  possibly  you  can  suggest 
some  other  method  by  vrhich  we  can  be  compensated  for  this  loss. 

Allow  me  also  to  express  my  regret  that  I  was  not  able 
to  attend  the  meeting  of  the  Railway  Telegraph  Superintendents 
at  Wilmington  recently  and  therefore  missed  the  great  pleasure 
of  meeting  you  personally. 

I  trust  that  it  will  not  be  long  before  X  may  have , this 
pleasure. 


Yours  very  truly, 


Supt.  Telegraph, 


| BY  WILLIAM  E.  GILMORE  ] 


Pennsylvania  P.  Oo. , 

A.  Hale,.  Esq. ,  Supt.  Telegraph, 
Philadelphia,  Pa. 


Dear  Sir; 

Mr.  Edison  referred  to  me  some  little  time  ago  your  communi¬ 
cation  of  June  17'th  acknowledging  the  receipt  of  his  letter'  of  August 
15th,  1800,  regarding  a  certain  understanding  reached  by  you',  with  our 
Mr.  Logue  (and  which  we  assume  was  accepted),  all  of, [which  wa?  outlined 
in  Mr.  Edison's  comimfaioation  above  referred  to.  i  iLijgiie,  ^ho  is 
thoroughly  familiar  with  the  situation,  has  been  WesitV,  and  I  hail  hoped 
to  haVe  him  back  here  before  now,  but  certain  phonoplex  -circuits  , that 
i-yy’da  necessary  for  jus  to  erect  for  the  Western  Unibri  TelegraphCo. 

other  Companies  in  the  West  has  necessitated  his  '''going  through  to 
the  Pacific  coast,  so  that  at  present  he  is  somewhere  jin  the  neighbor¬ 
hood  of  Los  Angeles.  It  v/as  our  understanding  that  the  arrangement  as 
outlined  in  Mr.  Edison's  letter  of  August  15th  was  entirely  satisfactory 
to  you  and  we  had  hoped  to  work  out  the  arrangement  to  -the  mutual!- . 
satisfaction  of  both  your  Company  and  ourselves.  However,  I  must 
apologise  for  not  having  acknowledged  your  communication ‘before,  but  I 


Type  "Q"  Cel  I, 

Penna*  R.  R.  Co.  (2)  7/11/99. 

must  now  ask  that  the  matter  now  be  deferred  pending  Hr.  Loguo ' s  return, 
a»  in  view  of  the  fact  that  the  arrangement  was  made  with  him  orlginallfr 
and  subsequently  confirmed  by  contract  with  Hr.  Edison,  and  as  X  can  not 
thoroughly  familiar  with  all  the  details  I  would  like  to  have  a  full 
talk  with  him  on  the  subject.  He  is  moving  so  rapidly  around  the  country 
that  I  am  unable  to  .reach  him  except  by  wire,  but  the  last  correspon¬ 
dence  from  him  indicated  that  he  hoped  to  return  within  the  next  .go 
days.  I  would  therefore  suggest  that  further  consideration  of  this 
subject  bo  deferred  unf.il  his  return  East,  when  I  will  be  very  glad  to 
advide  you , as  to  what,  if  any,  other  arrangement  can  bo  effected. 

Yours  very  truly, 


te/iw 


General  Manager. 


Mr.  w.  i.  onjwtfft, 

General  Mtaa^e**,  Sain^n  Kanuf ,  Cqmp 
Oranpo ,  ^.J. 

Dear  81r:- 

Yours  of  tiie  lUfa  instant  ha£  lwie»  hbldJ>ondlir>G  t)f 
absence  from  town.  Z  shall  be  Vary  .glad  to  ^aUc  this  matter 
over  with  Mr.  Lofiwe,  'tot  X  have  ’to  advise  you  that  on  tho  basis 
of  my  letter  of  June  17th,  we  have  already  il^otmtinued  th* 
phonoplex  circuit  between  Philadelphia  and  CAmfon  as  of  July  1st. 

As  explained  In  my  letter  of  June  £T($tt  to  Mr.  Xdisog 
it  was  originally  my  hops  tod  expectation  that  the  arrangement 
outlined  in  his  letter  of  August  18th,  1888,  would  ho  satis* 
factory,  but  under  present  circumstances  t  oamjot  see  how  it  can 


r Wc  b.ved' 

Ay,  JUL-riO.  18!)!) 

I ^Anstf . ,, . . 


Yours  tml/t 

supt.  Yeiegraphi 


be  carried  out, 


THIS  AGREEMENT,  made  this  /< r^(- rvv  J  day 

of  ^tnKuJrtrt - A.D.  1899,  between  THOMAS  A.  EDISON,  of  the  first 

part,  and  CHESTER  R.  BAIRD,  of  the  second  part: 

WITNESSETH  that  the  sa’ld  parties,  in  consideration  of  the 
sum  of  one  dollar  each  unto  the  other  in  hand  well  and  truly  paid 
at  or  before  the  ensealing  and  delivery  hereof, ‘the  receilpt  where¬ 
of  is  hereby  acknowledged,  do  covenant  and  agree  to  and  with  each 


1..  The  said  Thomas  A.  Edison  agrees  to  sell  and  deliver  to 
the  said  Chester  R.  Baird  one  hundred  $1,000  First  Mortgage 
Gold  Bonds  of  the  Edison  Pho<Jogra3m?sr ks ,  a  corporation  duly  or¬ 


ganized  under  the  laws  of  the  of  Mh;; 
certain  mortgage  bearing  date\AugiqirJ>2nd, 
said  Edison  Phonograph  Works  to\he  sStgH 
pany  of  Newark,  New  Jersey,  recorded  int^i 
County,  New  Jersey,  October  25,  1897,\inS 


Mortgages,  Page  487,  etc. 


i  of  Nhw  jersey,  secured  by  a 
ft"2nd,  A\D.  1897,  made  by  the 


ty  Srust  &  Deposit  Com- 
gister^s  Office  of  Essex 


The  said  Chester  R.  Baitnagrges  buy  from  the  said 


Thomas  A.  Edison  the  said  bonds  of  1 


.Edison  Phonograph  Works 


and  to  pay  the  said  Thomas  A,  Edison  therefore  the  sum  of  $100,000 
in  cash  within  thirty  days  after  the  ex£$uti6n  of  this  agreement. 


3.  At  any  time  within  t 


i  year  afteif^he  faotory  of  The 


Edison  Portland  Cement  Company,  a  corporatioh^organized  under  the 
laws  of  the  state  of  New  jersey,  begins  to  manufacture  cement  in.  .. 
commercial  quantities,  the  said  Thomas  A.  Edison,  will  exchange  at 
the  option  of  the  said  Chester  R.  Baird,  any  or  all  of  the  said 
bonds  of  the  Edison  Phonograph  Works  at  par  for  stock  of  the  said 
Edison  Portland  Cement  Company  at  $10  per  share,  the  par  thereof 
being  $50.  per  share,  that  is  to  say,  *ar  any  bond  of  the  Edison 
Phonograph  Works  of  the  face  value  of  $l,000,he< will  give  100 
shares  of  stock  of  the  Edison  Portland  Cement  Company. 


4.  The  said  Thomas  A,  Edison  will  at  the  time  of  the  execu- 

*  ^eP°Slt  Gtaf^aJ 

i  10,000  shares  of>the  Edison  Portland  Cement  Company  in  f' 

his  name  and  duly  assigned  in  blank  by  him >  to  be  heid  by  said 
depositary  during  the  period  of  one  year  from  the  time  that  the 


said  Edison  Portland  Cement  Company  begins  to  manufacture  oement 
in  commercial  quantities  as  aforesaid,  in  trust  to  deliver  the 
whole  or  any  part  thereof  to  the  said  Chester  R.  Baird  upon  receiv¬ 
ing  from  him  bonds  of  the  Edison  Phonograph  Works,  in  the  ratio' 
above  specified. 

At  the  expiration  of  said  year, • so  much  of  said  stock 
as  the  said  Chester  R.  Baird  shall  not  have  exercised  his  option 
to  take  shall  be  delivered  to  the  said  Thomas  A.  Edison. 

It  is  hereby  agreed  that  should  the  said  Chester  R.  Baird 
desire  to  sell  any  or  all  of  the  said  bonds,  he  shall  offer  them  to 
the  said  Thomas  A.  Edison  at  par  with  accrued  interest  before  mak¬ 
ing  sale  of  them  to, any  other  parties; 

BT  Y/ITEES3  TOEREOP  the  said  parties  have  hereunto  set 


'JSEAJ.) 


THIS  AGPEKHEDT,  made  this  ninth  (9)  day  of  December,  J 

A. Ii.  1899,  between  THOI HAS  A.  EDIROH,  of  the  first  part,  and  CHESTER 
R.  BAIRD,  of  the  second  part: 

WITI1E3SETH  that  the  said  parties,  in  consideration  of  the 
sum  of  one  dollar  each  unto  the  other  in  hand  well  and  truly  paid  \ 

at  or  before  the  ensealing  and  delivery  hereof,  the  receipt  where-  ! 

of  is  hereby  acknowledged,  do  covenant  and  agree  to  and  with  each 
other  as  follows:  I 

1.  The  said  Thomas  A.  Edison  agrees  to  sell  and  deliver  to  j 

the  Bald  Chester  R.  Baird  one  hundred  $1,000  First  Mortgage  5$ 

Gold  Bonds  of  the  Edison  Phonograph  Works,  a  corporation  duly  or¬ 
ganised  under  the  laws  of  the  State  of  Maw  jersey,  secured  by  a 
certain  mortgage  bearing  date  August  2nd,  A. II.  1897,  made  by  the 
said  Edison  Phonograph  Works  to  the  Fidelity  Trust  and  Deposit  Com-  j 

pany  of  Howurk,  Hew  jersey,  recorded  an  negioi.nr’o  Office  of  Essex  ■- 

County,  Hew  Jersey,  October  25,  1897,  in  book  Ho.  83  of  Chattel  j 

Mortgages,  Page  487,  etc.,  and  in  book  0  13  of  Mortgages,  page  | 

125,  etc.  . 


2.  The  said  Chester  R.  Baird  agrees  to  buy  from  the  said 
Thomas  A.  Edison  the  said  bonds  of  the.  said  Edison  Phonograph  Works, 
and  to  pay  the  said  Thomas  A.  Edison  therefore  the  sum  of  $50,000 

in  cash,  the  receipt  of  which  is  hereby  acknowledged,  and  the  fur¬ 
ther  sum  of  $50,000,  within  thirty  days  from  the  date  hereof. 

3.  At  any  time  prior  to  one  year  after  the  factory  of  The 
Edison  Portland  Oeraent  Company,  a  corporation  organised  under  the 
laws  of  the  State  of  Hew  Jersey,  begins  to  manufacture  Cement  in 
commercial  quantities,  the  said  Thomas  A.  Edison  will  exchange  at 
the  option  of  the  said  Chester  R.  Baird,  any  or  all  of  the  said 
bonds  of  the  Edison  Phonograph  Works  at  par  for  stock  of  the  said 
The  Edison  Portland  Cement  company  at  $10  per  share,  the  par  thereof 
being  $50.  per  share,  that  is  to  say,  for  any  bond  of  the  Edison 
Phon^rgyaph  works  of  the  face  val^  of  $1,000,  he  will  give  100 
shares  of  the  stock  of  the  Edison  Portland  Oeramt  Company.  ^ 


u  04. 


k;i.  ju  jrtfjjq  owq  fMiT* 

b3M' jou‘  T»  oowdTCjGj..'.;;'Toi. 


tj  '  ;iVXIiD‘  o*.  f-W«  aecouy 

Vij*  J9ao‘  pq#&oe»  iliOHVa.-V*  EDIUOSi*  »i  «/o  u*.of  wiiq  ( 

a, ma  vcsumasia.?.  *wfe  fyjfu  uiw+’k  (a)  qsrx  o*  ijecoujjej 


iH 


4.  The  said  Thomas  A.  Edison  will  at  the  time  of  the  execu¬ 
tion  of  this  agreement  deposit  with  the  West  End  Trust  and  Safe 
Deposit  Company  of  Philadelphia,  Pennsylvania,  10,000  shares  of 
the  Edison  Portland  Cement  company  in  his  name  and  duly  assigned 
in  blanlc  hy  him  to  he  held  by  said  depositary  during  the  period  of 
one  year  from  the  time  that  the  said  Edison  Portland  Cement  Company 
begins  t o  manufacturs  cement  in  commercial  quantities  as  aforesaid, 
in  trust  to  deliver  the  whale  or  any  part  thereof  to  the  said 
Chester  R.  IJaircl  upon  receiving  from  him  bonds  of  the  Edison  phono¬ 
graph  Works,  in  the  ratio  above  specified. 

At  the  expiration  of  said  year,  so  much  of  said  stock 
as  the  said  Chester  R.  Baird  shall  not  have  exercised  his  option 
to  take  shall  be  delivered  to  the  said  Thomas  A.  Edison. 

It  is  hereby  agreed  that  should  the  said  Chester  R.  Baird 
desire  to  sell  any  or  all  of  the  said  bonds,  he -shall  offer  them  to 
the  said  Thomas  A.  Edison  at  par  with  accrued  interest  before  malt¬ 
ing  sale  of  them  to  any  other  parties. 

Ill  WITHESS  WHEREOF  the  said  parties  have  hereunto  set 
their  hands  and  seals. 

SEALED  AHD  DELIVERED  f 
in  the  presence  of  ) 


HARRY  F.  MILLER  FILE 


1900 


THIS  AGREEMENT  made  this  ninth  (9)  day  of  January, 
A.D.  1900  between  Thomas  A.  Edison  of  the  first  parV^ and  - 
Chester  R.  Baird  of  the  seoond  part : 

/WITNESSETH: - That  the  said  parties  in  considera¬ 

tion  of  the  sum  of  one  dollar  each  unto  the  other  in  hand 
well  and  truly  paid  at  or  before  the  ensealing  and  delivery 
hereof,  the  receipt  whereof  is  hereby  acknowledged,  do 
covenant  and  agree  to  and  with  each  other  as  follows:-- 

EIRST: — That  the  second  clause  of  the  agreement 
1  dated  the  ninth  (9)  day  of  December,  A.  D.  1899  between 
jj  tlie  parties  hereto  is  hereby  cancelled  and  made  void. 

SECOND:-— That  the  following  is  to  be  substituted 
jj  for  toe  second  clause  as  aforesaid  and  is  hereby  made  a 
part  of  the  agreement  dated  the  ninth  (9)  day  of  December, 

|  A*  D.  1899 -  "The  said  Chester  R.  Baird  agrees  to  buy 

from  the  said  Thomas  A.  Edison  the  said  bonds  of  the  said 
Phonograph  Works,  and  to  pay  the  said  Thomas  A.  Edison— 
j  therefore  the  sum  of  fifty  thousand  dollars -(-$5 0,000)  in 

j  cash— the  receipt  of  which  is  hereby  acknowledged,—  and 

j  the  further  sum  of  fifty  thousand  dollars— ($50,000) —  to 
be  paid  in  equal  monthly  payments  of  ten  thousand  dollars- 
j  ($10,000)--  each,  said  payments  to  bear  interest  at  the 

|  rate  of  six  per  cent  (6^)  per  annum  and  to  be  represented . 

j  by  notes  of  the  3aid  Chester  R.  Baird,  drawn  to  the  order 

jj  °f  said  Thomas  A.  Edison,  dated  January  ninth,  (9),  1900,- 
jj  and  due  respectively  in  one,  two,  three,  four  and  five 
jj  months.  On  payment  of  any  note  the  said  Thomas  A.  Edison 
ij  agrees  to  deliver  to  the  said  Chester  R.  Baird  bonds  as 
aforesaid  to  the  par  value  equal  to  the  amount  of  the  note 


(2) 

THIRD: - There  is  no  change  in  any  of  the  other 

terms  ^and  conditions  of  the  agreement  dated  the  ninth  (9) 
day  of  December  A.  D.  1899.,  except  in  clause  two  as  afore¬ 
said,  and  all  the  other  terms  and  conditions  remain  in 
force  and  are  binding  upon  the  parties  hereto. 


IH  WITNESS  WHERE OE : The  said  parties  have  hereun¬ 
to  set  their  hands  and  seals 


) 

J 

) 


ffiicAatrtJlCZh/fr. 
/>WtA  /..*%) yen 


uS/w/m/)  ft'. fy/rK 

Mm-, Jy. •&,,/*,, 6*  Y,,/rJ'ff,r,,.J,J. 

'■  .9/A^«Y/Lct. 

>/’/>.  January  20,  1900. 


fZM'.'AMnr 

J&7t/Vrf;.  A  tV‘ )/•//% 

X/..  VtK.M/0/tVK 


W.  S.  Mallory,  Esq., 

O/o  Edison  laboratory, 

Orange,  M.J. 

Dear  Mr.  Mallory ,- 

I  enclose  two  copies  of  the  new  agreement  between 
Mr.  Edison  and  the  One  Milling  Company,  and  I  also  return  the 
draft  agreement  and  the  Galisteo  agreement.  If  you  have  the 
original  Qalisteo  agreement,  you  should  add  the  signatures  to 
Schedule  A  so  as  to  make  it  complete.  I  also  enclose  a  draft 
for  a  proxy,  which  you  can  have  printed  and  sent  out  with  the 


(R.JT.D.) 

(Enclosures) 


[ATTACHMENT] 


MEMORANDUM  O?  AGREEMENT  made  this  ':,v  .  day 

of  January,  1900,  between  THE  EDISON  ORE  MILLING  COMPANY, 
LIMITED,  a  corporation  of  the  state  of  How  York,  hereinaf¬ 
ter  called  “the  Company",  party  of  the  first  part,  and 
THOMAS  A.  EDISON,  of  Orange,  New  Jersey,  party  of  the  sec¬ 
ond  part . 

WHEREAS  the  parties  hereto  entered  into  certain 
agreements  dated  January  12th,  1880,  and  October  14th,  1887; 
and  whereas  by  said  agreement  of  October  14th,  1887,  it  was 
agreed  that  the  said  Edison  should  advance  a  sum  not  exceed¬ 
ing  twenty-five  thousand  dollars  ($25,000)  for  expenses  in¬ 
curred  in  the  interest  of  the  Company  in  devising  a  practi¬ 
cal  system  for  the  extraction  of  the  precious  metals  from 
ores,  tailings,  gravel  and  other  deposits,  and  in  procuring 
patents  on  the  seme;  and  whereas  by  said  agreement  of  Octo¬ 
ber  14-th,  1887,  it  was  further  provided  that  in  case  the  ex¬ 
periments  of  the  said  Edison  did  not  result  successfully, 
he,  the  said  Edison,  should  make  no  claim  on  the  Company 
to  reimburse  the  amount  so  advanced  by  him,  but  if  said  ex¬ 
periments  were  successful,  all  moneys  advanced  by  said  Edi- 
!  son  for  said  purpose  should  be  repaid  to  him  by  the  Company; 

AND  WHEREAS  the  said  Edison  did  advance,  or  caused 
to  be  advanced,  the  said  sum  of  twenty-five  thousand  dollars 
($25,000)  on  account  of  said  expenses  without  bringing  said 
experiments  to  a  successful  termination  and  without  succeed¬ 
ing  in  devising  a  practical  system  for  the  extraction  of  the 


[ATTACHMENT] 


precious  metals  from  ores,  tailings,  gravel  or  other  de¬ 
posit  s;  hut  the  said  Edison  continued  to  advance,  and  to 
[  induce  others  than  the  Company  to  advance,  money  for  carry¬ 
ing  on  said  experiments  and  procuring  said  patents  until 
large  sums  over  and  beyond  said  sum  of  twenty-five  thousand 
dollars  ($25,000)  have  been  advanced  and  oxpended  for  that 
purpose,  and  the  said  Edison  believes  that  he  is  about  to 
attain  success  in  said  experiments  in  the  direction  of  the 
extract  ion  of  the  gold  from  dry  placer  gold  bearing  deposits; 
and  whereas  the  interest  of  the  Company  in  the  successful 
results  of  the  said  experiments  and  in  the  patents  based 
thereon  is  in  doubt,  and  it  is  the  desire  of  the  parties 
to  make  that  interest  certain; 

NOW  THEREFORE ,  in  consideration  of  the  foregoing 
premises  and  of  the  sura  of  one  dollar  by  each  party  to  the 
other  paid,  it  is  agreed  as  follows; 

1.  The  said  agreements  of  January  12th,  1880,  and 
October  14th,  1887,  are  hereby  cancelled,  and  all  rights  or 
interests  of  the  Company  in  or  to  the  inventions  and  patents 
of  the  said  Edison,  except  as  hereinaftor  provided,  hereby 
revert  to  the  said  Edison.  The  Company  will  execute  an  as¬ 
signment  to  the  said  Edison  of  all  patents  and  applications 
for  patents  of  which  the  Company  may  now  hold  the  legal'1--' - 
title. 

2.  The  parties  hereto  hereby  mutually  release  each 
other  from  all  obligations  under  said  contracts,  and  from 
any  and  all  claims  for  damages  for  any  and  all  breaches 

■?  ■'  2. 


[ATTACHMENT] 


thereof;  and  further,  the  said  Edison  hereby  releases  the 
Company  from  all  claims  or  demands  for  any  work  done  by  him 
for  the  Company,  and  for  moneys  advanced  by  him  to  it  or  for 
it  on  its  request. 

3.  It  is  understood  and  agreed  that  the  Company 
does  not  by  this  agreement  assign  to  said  Edison  its  inter¬ 
est  in  a  certain  license  agreement  made  between  the  Company 
and  New  Jersey  and  Pennsylvania  Concentrating  Works  dated 
November  18th,  1889,  and  modified  by  subsequent  agreements 
dated  December  31st,  1890,  and  March  19th,  1894,  covering 
the  use  of  the  inventions  of  said  Edison  for  the  purpose  of 
separating  iron  ore  in  the  states  of  Hew  Jersey  and  Pennsyl¬ 
vania,  nor  its  interest  in  a  certain  license  agreement  made 
between  the  Company  and  said  Edison  dated  May  31st,  .1890, 
covering  the  use  of  the  inventions  of  the  said  Edison  for 
the  purpose  of  separating  iron  ore  in  the  Counties  of  Sulli¬ 
van,  Orange,  Rockland,  Putnam,  Ulster  and  Westchester  in  the 
State  of  New  York*  the  said  Edison  hereby  ratifies  said  two 
license  agreements,  and  confirms  the  authority  of  the  Com¬ 
pany  to  make  the  said  two  agreements  and  no  others. 

The  Company,  however,  hereby  covenants  and  agrees 
that  should  it  be  requested  so  to  do  by  either  or  both  of 
the  licensees  under  said  license  agreements,  ;it  will  consent 
to  the  following  modification  of  either  or  both  of  said  li¬ 
cense  agreements,  to  wit:  that  the  royalty  payable  by  said 
licensees  shall  be  ten  conts  per  ton  of  2240  pounds  railroad 
weight  on  all  concentrates  shipped  when  the  not  selling 
price  f.o.b.  the  mill  from  which  it  is  shipped  is  six  cents 
3. 


[ATTACHMENT] 


or  less  per  unit  of  metallic  ironj  eleven  cents  per  ton 
aforesaid  when  the  net  selling  price  aforesaid  is  more  than 
six  cents  and  not  more  than  seven  cents  per  unit  of  metallic 
iron]  twelve  cents  por  ton  aforesaid  when  the  net  selling 
price  aforesaid  is  more  than  seven  cents  and  not  more  than 
eight  cents  per  unit  of  metallic  iron;  and  fifteen  cents 
per  ton  aforesaid  when  the  net  selling  price  aforesaid  is 
more  than  eight  cents  per  unit  of  metallic  iron}  and  that 
the  royalty  shall  only  be  chargeable  on  concentrates  actual¬ 
ly  shipped,  and  that  said  licensees  shall  not  bo  obligated 
to  guarantee  or  pay  any  definite  minimum  amount  of  royalty. 

4.  The  said  Edison  having  recently  perfected  a 
process  and  apparatus  for  working  the  dry  placer  gold  de¬ 
posit  known  as  the  Ortiz  Mine  Grant  located  in  Santa  Fe 
County,  Hew  Mexico,  and  having  entered  into  a  contract  re¬ 
lating  thereto  with  the  Oalisteo  Company,  a  corporation  of 
the  state  of  Maine  (a  copy  of  which  contract  is  hereto  an¬ 
nexed,  marked  "Schedule  A*),  the  said  Edison  covenants,  for 
himself  and  legal  representatives,  to  pay  to  the  Company 
one-half  of  the  net  amounts  received  by  him  or  his  legal 
representatives  (over  and  above  all  expenses)  from  the  de¬ 
signing,  erecting  and  operating  of  the  mill  or  mills  for 
working  said  placer  deposit  under  said  a ont  r  actor.und or 
any  extension,  enlargement  or  modification  thereof. 

5.  The  said  Edison  further  covenants,  for  himself 
and  his  legal  representatives,  to  pay  to  the  Company  one- 
half  of  the  net  proceeds  (over  and  above  all  expenses)  re- 


4. 


[ATTACHMENT] 


ceived  by  him  or  his  legal  representatives  during  eight 
years  from  the  date  hereof,  for  the  designing,  erecting  and 
operating  of  any  other,  mill  or  mills  for  working  any  dry 
placer  deposit  in  bho  United  States  or  Canada  which  may  he 
operated  in  substantially  the  same  manner  as  the  mill  now- 
in  experimental  operation  on  the  gravel  of  the  Ortiz  Mine 
Grant;  and  if  during  said  period  of  eight  years  any  such 
mill  or  mills  shall  be  erected  by  him  or  his  legal  repre¬ 
sentatives  under  a  contract  by  which  he  or  his  legal  repre¬ 
sentatives  have  an  interest  in  the  profits  arising  from  the 
operation  of  the  same,  then  and  in  that  case  one-half  of  the 
net  amount  (over  and  above  all  expenses)  received  from  such 
operation  by  said  Edison  or  his  legal  representatives  after 
the  expiration  of  said  period  of  eight  years  shall  be  paid 
to  the  Company. 

6.  It  is  understood  that  the  Company  shall  not  be 
liable  for  any  expense  or  losses  incurred  by  the  said  Edi¬ 
son  or  his  legal  representatives  in  designing,  erecting  or 
operating  the  mill  or  mills  referred  to  in  the  last  two  pre¬ 
ceding  sections  of  this  agreement,  except  it  shall  boar  its 
share  of  expenses  and  losses  in  the  division  of  the  amounts 
referred  to  in  said  two. preceding  sections. 

It  being  the  intention  of  the  said  Edison  in ^the 
operation  of  the  mills  referred  to  in  the  two  prooeding  sec¬ 
tions  to  give  a  bonus  or  commission  to  secure  the  efficient 
management  of  said  mills,  it  is  understood  that  such  bonus 
or  commission  may  be  deducted  by  said  Edison  or  his  legal 


5. 


[ATTACHMENT! 


representatives  as  an  expense  before  dividing  said  not 
|  amounts  with  the  Company  hore under,  it  being  understood 
j  that  only  the  net  amounts  actually  finally  received  by  said 
Edison  or  his  legal  representatives  shall  be  divided  here¬ 
under. 

IN  WITNESS  WHEREOF  the  parties  hereto  (THE  EDISON 
ORE  MILLING  COMPANY,  LIMITED  by  its  officers  thereto  duly 
authorized)  have  hereunto  set  their  hands  and  seals  the  day 
and  yoar  first  above  written. 


[ATTACHMENT] 


to  me  known,  who  being  by  me  duly  sworn  aooording  to  law  on 
hio  oath  doth  depose  and  say  that  he  is  the  secretary  of  THE 
EDISON  ORE  WILING  COMPANY,  LIMITED,  one  of  the  parties  to 
the  foregoing  agreements  that  the  seal  affixed  to  said  in¬ 
denture  is  the  corporate  seal  of  said  corporation;  that  it 
was  so  affixed  by  order  of  the  stockholders  of  said  cor¬ 
poration;  that  WALTER  S.  MALLORY  is  the  vice-president  of 
said  corporation;  tliat  he  saw  the  said  Walter  8.  Mallory 
as  such  officer  sign  the  said  indenture,  and  heard  him  de¬ 
clare  that  he  signed,  sealed  and  delivered  the  same  as  the 
voluntary  act  and  deed  of  the  said  corporation  by  its  order, 
and  tliat  this  deponent  signed  his  name  thereto  at  the  same 
time  as  a  subscribing  witness. 


Subscribed  and  sworn  to  before  xn< 
this  2>  3  \  day  of  February  in 
the  year  one  thousand  nine  hundred;.: 

■yL  tfc  t- 


r  one  i;nousgna  nine  Hundred;.:  f\ 


/ 


Etate  of  Now  Jersey,  ) 

.  :  ss . 

ounty  of  Essex,  } 

HE  IT  REJEMBERED  that  on  the  s ^ — 
|lay,  of  February  in  the  year  one  thousand  nine  hundred,  be- 
’ore  me,  ALEXANDER  ELLIOTT  Jr.,  a  Master  in  Chancery  for  the 
itate  of  New  Jersey,  personally  appeared  JOHN  F.  RANDOLPH, 
o  me  known,  who,  being  by  me  duly  sworn  according  to  law, 


[ATTACHMENT] 


M*  an  .  25rd  1900. 


Thomas  A.  Edison  Esq. 

Orange,  N.  J. 

Dear  Sir:- 

I  understand  that  in  the  contract  between  us  dated  December 
9th  1899  the  terms  of  payment  as  mentioned  in  clause  #2  have  been  changed 
so  that  the  agreement  is  now  as  follows:- 


"The  said  Chester  R.  Baird  agrees  to  buy  from  the  said 
Thomas  A.  Edison  the  said  bonds  of  the  said  Edison 
Phonograph  Works,  and  to  pay  the  said  Thomas  A. 

Edison  therefor  the  sum  fcf  $50,000  in  cash,  the 
receipt  of  which  is  hereby  acknowledged,  and  the 
further  sum  of  $50,000  to  be  paid  in  equal  monthly 
payments  of  $10,000  each.  Said  payments  to  bear 
interest  at  the  rate  of  6  ^  per  annum  and  to  be 
represented  by  notes  of  said  Chester  R.  Baird,  drawn 
to  the  order  of  the  said  Thomas  A.  Edison  dated 
January  9th  1900,  and  due  respectively  in  one,  two, 
three,  four  and  five  months.  On  payment  of  any  note 
the  said  Thomas  A.  Edison  agrees  to  deliver  to  the 
said  Chester  R.  Baird  bonds  to  the  par  value  equal  to 
the  amount  of  the  note  paid." 


I  understand  that  there  is  no  change  in  any  of  the  other  terms 
and  conditions  of  the  agreement  between  us  except  in  the  clause  above 
mentioned,  and  that  with  the  above  modification  the  agreement  remains  in 
force  and  binding  to  both  parties.  Kindly  advise  whether  this  is  your 
fcndqfstanding  and  oblige, 

Yours  truly, 


c/?a 


Sfyec/'xwu// 

M.  y.Jan.  23rd  1900. 


Ihomas  A.  Edison  Esq. 

Orange,  N.  J. 

Dear  Sir;- 

Referring  to  agreement  between  us  dated  December  9th  and 
supplementary  letter  regarding  same  of  this  date,  I  herewith  beg  to  hand 
you  five  notes  dated  January  9th  1900  for  #10,000  each,  due  respectively 
in  one,  two,  three,  four  and  five  months  inaccordance  with  the  terms 
specified  in  the  letter  mentioned.  Kindly  acknowledge  receipt  of  same 
and  oblige, 


Yours  truly, 


To  Thomas  A.  Edison,  Dr. 


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AGREEMENT  made  this  eleventh  day  of  April,  Nineteen 
Hundred,  between  : 

THOMAS  A.  EDIDSON,  trading  under  the-  firm  name  and 
style  of  the  EDISON  MANDPACTGRING  COMPANY,  of  Orange,  New 
Jersey,  hereinafter  called  "The  Vendor",  first  party  and 

THE  AMERICAN  MtJTOSCOPE  AND  BIOGRAPH  COMPANY,  herein¬ 
after  oalled  "The  Purchaser"  second  party  : 

WITNESSETH  : 

In  consideration  of  the  payment  hy  the  pur¬ 
chaser  to  the  vendor  of  the  sum  of  Twenty  Pive  Hundred  Dollars 
($2500)  at  and  upon  the  execution  and, delivery  of  this 
contract,  it  is  hereby  mutually  covenanted  as  follows  : 

PIRST  :  The  vendor  hereby  agrees  to  sell,  assign 


j  and  set  over  to  the  purchaser  at 'any  time  upon  written  de¬ 
li 


||  mand,  within  ninety  days  from  the  date  hereof, 


concern,  the  "business  for  the  United  States  and  Canada 

carried  on  "by  the  vendor  known  as  his  kinetoscope  and  jjx  u'Jtnrfr- 
'Ihoonxjs  picCiYe 

-ji ttg  business,  together  with  the  "busineeo  £a r  4ifrie  manufacturing,  ! 

A  _ _  _ _ _ _  _  , 

developing,  printing  and  selling  8$  films,  as  the  same  is  and 
has  been  conducted  by  him,  together  with  all  patents  for  the 
United  States  and  Canada  on  kinetoscopes  and  kine  tographs, 
together  with  all  patentd  for  the  United  States  and  Canada  for  ! 

the  manufacturing,  developing  .and  printing  of  films  and  all 

Sock  J 

applications  for^patents  upon  kinetoscopes,  kinetographs  and  ’ 

projecting  apparatus  suitable  for  use  in  the  moving  picture  i 

business  which  the  same  vendor  may  personally  have  now  j 

and  OTtoJja. 

pending  in  the  Patent  Office  at  Washington,  together  with  ! 

•  A  i 

j  .  j 

an  assignment  of  any  and  all  of  said  patents  or  applications  ! 


therefor,  which  may  be  held  in  trust  for  him,  or  to  which  he 

|  of  Hi*  United  StdSs  and  Canada 

may  be  equitably  entitled,  together  with  all  copyrights  on 

A 

films  and  also  the  trade  names,  Edison  Kinetoscope  and 
j;  Edison  Kinetograph,  and  the  good  will  of  the  said  business  5 


#3 

together  with  the  stock  on  hand  of  the  vendor,  consisting  of 
kinetoscopes  and  kinetographs ,  printing  machinery,  finished 
and  in  process  of  manufacture,  also  films,  film  stock  and 
negatives. 


All  of  said  property  the  vendor  hereby  covenants 
shall  "be  free  and  clear  of  all  liens,  charges  and  encumbrances 
whatsoever,  save  a  certain  contract  with  the:  Klondike  Expos¬ 
ition  Co.,  by  Thomas  Crahan,  Manager,  dated  January  16th, 

190°,  wTr’-rbi  nni1ifi-nnwt.i-««t  rim'll  bo  mrawMtxj  ]--■  tin  jmiml  .luli  , 
a  copy  of  which  is  hereto  annexed,  and  a  contract  made  with 


the  American  Parlor  Kinetoscope  Co.,  of  Washington,  D.  C., 

a  copy  of  which' is  also  hereto  annexed.  of 

-0Uo.il  OMiwmm l  (nj~F6e  pw^o Ucijer  ewbTSi  lf<yndoV  -Ocvuiol  Uan/w>ti*w  i^rvn  j 

cuiu  ddXune  IlcUiUkf  lUuMtvncle*.  ' 

u  The  consideration  for  said  sale  shall  be  the  sum  of  ; 
I  Three  Hundred  Thousand. Dollars  (§300,000)  in  cash,  the  j 

| Twenty-five  hundred  dollars  (§2,500)  paid  hereon  being  cred¬ 
ited,  upon  the^son.  amount,  and  also  a  sum  not  to  exceed  ! 


i 


#4 


the  sum  of  Thirty  Thousand  Dollars  (130,000)  in  cash,  the  same 
to  he  computed  from  the  hook  cost  to  vendor  of  the  stock  and 
property,  other  than  patents,  applications  and  copyrights 
herein  referred  to,  except  that  in  computing  the  said  Sian  the 
negatives  shall  he  taken  at  the  price  of  Twenty-five  Dollars 
($25)  for  each  negative.  Should  the  total  of  said  hook  j 

valuations  and  the  negatives  at  said  price,  he  less  than  the  i 
sum  of  Thirty  Thousand  Dollars  ($30,000)  in  cash,  then  such 
less  sum  shall  he  paid  to  the  vendor  hy  the  purchaser,  within  1 
ninety  days  from  the  exercise  of  this  option. 

In  addition  thereto,  the  purchaser  shall  pay  the  i 
sum  of  tfive  Thousand  dollars  ($5,000)  per  annum  for  the  term  of 
twelve  years  from  the  date  of  the  said  sale,  and  the  pur-  ' 

•  j  chaser  shall  covenant  with  the  vendor  that  no  dividend  of  any 
;j  3clnd  shall  he  paid  upon  the  capital  stock  of  the  purchaser  i 

!  'tit  j 

or^ Assignee  before  the  prior  payment  of  the  said  yearly  payment; 

if  ) 


of  Five  Thousand  Dollars  ($5,000),  shall  have  been  made  to  the 
vendor  during  any  year  of  said  term. 

The  purchaser  shall  execute  to  the  vendor  a  proper 
instrument  pledging  all  patents  and  patent  rights  for  the 
United  States  and  Canada  TgflangSBg  l.u  I  l.  cgEgggg 


to  "be  assigned  to  it  by  the  vendor  under  this  contraot  as 
;  security  for  the  payment  provided  for  in  this  clause.  j 

If  the:  patent*  Msg  numbenM  ^ — 

an.4  y\o<M  m  AitvgcuUerw.  | 

i  fthdi ifiPDlU iMimlwra  shall  be  sustained  j 

;  by  the  Courts  of  the  United  States  by  a  final  decree  after  a  j 
trial  upon  the  merits  thereof,  then,  and  in  that  event,  or  if  I 
.  in  three  yearsfrom  the  date  hereof  no  decision  shall  be 
I  rendered  in  a  suit  in  said  Courts  involving  the  validity  of  said  ! 

I  ;  I  '  ,1  ■■  ?  :  f  -  "  j 

j  patent^,  the  purchaser  shall  pay  to  the  vendor  an  additional  j 

I  _  5  .  .  .  %  V  V  '  J 

|  sum  of  Twnnty  thousand  dollars  ($20,000)  in  cash  :  and  if,  i 

:i  '  ‘  !  l 


#6 


at  the  expiration  of  five  years  from  the  date  of  this  contract 
:  the  said  patent  shall  not  have  "been  successfully'  attacked  and 
~!Tjudgment  or  decree  rendered  hy  a  United  States  Court 
against  the  said  patent,  then  and  in  that  event,  at  the 
expiration  of  said  five  (5)  years,  the  purchaser  shall  pay  to 
i;  the  vendor  an  additional  sum  of  Twenty  thousand  Dollars 
($20,000)  in  caBh. 

In  case  of  the  purchase  of  the  property  covered  hy 

;  this  contract,  then  contemporaneously  therewith,  the  vendor 

shall  execute  a  contract  with  the  purchaser  hy  which  the 

pVr 

i  vendor  shall  obligate  himself  during  a  term  of  ar s 

■j  from  the  date  hereof,  not  to  engage  or  he  or  become  interested 
:  directly  or  indirectly,  individually,  as  partner,  stockholder,  !. 

;  director,,  officer,  agent,  employee,  or  otherwise,  in  the 
|  business  (other  than  that  of  the  purchaser  or  the  assignee  of 
the  purchaser  hereunder),  of  buying,  manufacturing  or  selling  '  j 

. . .  . . . = - -Lj  _ _ _ L _ J 


kinetosoopes,  kinetographs ,  films,  or  projecting  machinery, 
used  or  capable  of  being  used  in  the  moving  picture  business, 
or  in  the  business  of  kinetoscopy,  except  in  the  State  of 
Nevada  and  Wyoming.  This  covenant  shall,  however,  terminate  and 
be  severally  and  separately  void  upon  the  failure  of  the  : 

purchaser  for  sixty  days  after  the  same  shall  become  due  to  '  j 
pay  the  Nive  Thousand  Dollars  ($5,000)  hereinabove  provided  I. 
for,  at  the  expiration  of  any  year  for  twelve  years  as 

j 

hereinbefore  provided,  ! 

if  cluUi  tltcltiX  tTae  sYock^ol eVt-vs 
,  The  vendor  will^act  as  a  director  of  the  purchaser,  , 

or  any  corporation  of  good  business  standing  which  may  take 

kHiS  over  the  property  herein  contracted  for,  and  especially 

covenants  to  give  his  testimony  in  sustaining  the  patents 

| 

herein  agreed  to  be  assigned  and  to  assist  as  far  as  possible  I 
in  obtaining  the  testimony  of  his  employees  to  that  end, 

i 

and  to  exercise  all  due  and  reasonable  diligence  to  cooperate  , j 


with  the  purchaser  to  sustain  the  said  patents  j  and  that 
he  will" do  nothing  to 'prevent  the  same  from  being  sustained, 

. -or  act  in  any  way  hostile  to  the  said  patents.  And  that 

the  vendor  will  not  directly  or  indirectly,  attack  or  assist 
in  the  attack  of  and  upon  any  patents,  which  the  purchaser' 
now  owns  or  controls,  or  which  may  he  hereafter  owned  and 
controlled  by  them  relating  to  the  art  of  moving  pictures. 

The  vendor  will  also  turn  over  all  papers  relating 
to  the  said  business  and  the  said  suit  upon  the  said  patents 
now  in  litigation,  and  will  permit  his  attorney  Mr.  Richard 
N.  Dyer,  to  aid  in  sustaining  the  Baid  patents. 

The  vendor  further  covenants  that  he  will  forth¬ 
with  instruct  his  attorney  to  enter  an  order  adjourning  the 
litigation  now  pending' between  the  vendor  and  the  pur¬ 
chaser  affecting  said  patents  hereinabove  referred  to  and 
until  the  Rail  Term  of  the  United  States  Circuit  Court,  and 
that  the  said  adjournment  shall  be  made. 


.  -tko=l7 

The  vendor  hereby  covenants  .except  aB  herein  set 

A 

forth,  he  haB  not  sold,  licensed,  leased  or  parted  with, 

any  kinetographic  camera,  or  any  right  of  ,axi  in  and  to  the 
patents  herein  contracted  to  he  assigned,  which  would  deprive 
the  purchaser  of  the  exclusive  right  to  manufacture ,  use  or 
sell  kinetographic  cameras,  or  the  picture  hearing 
produced  therewith,  and  that  he  has  a  full  right  to  assign 
and  convey  the  rights  herein  purported  to  he  assigned  and 
conveyed. 

This  contract  shall  he  and  he  considered  to  he  an 

option  to  purchase. 

If  this,  option  is  not  exercised  within  the  ninety 
days  aforesaid,  the  said  Twenty-five  hundred  dollars 
($2500)  shall  he  forfeited  to  the  vendor. 

This  contract  shall  hind  the  parties  hereto,  their 


nominees,  personal  representatives,  successors  and  assigns 


respectively,  as  fully  as  though  they  had  executed  these 

presents. 

IN  WITNESS  WHEKEOP  the  vendor  has  hereunto  set  his 

hand  and  seal,  and  the  second  party  has  caused  these  presents 

to  he  sealed  and  executed  hy  its  officer  thereunto  duly 

authorized,  the  day  and  year  first  above  written. 

SIGNED,  SEALED  AND  DELIVERED 
IN  THE  PRESENCE  OP  : 

AS  TO  : 

AS  TO  S 


I 


V 

AGREEMENT  marto  this  twelfth  day  of  April,  nineteen 
Hundred,  between: 

THOMAS  A.  EDISON,  trading  under  the  firm  mane  and 
style  of  the  Edison  Manufacturing  Company,  of  Orange,  Hew 
Jersey,  hereinafter  called  the  "Vendor",  first  party  and 

THE  AMERICAN  MUTOSCOPE  AND  BIOQRAPH  COMPANY,  herein¬ 
after  called  the  "Purchaser",  second  party: 

WITNESSETH:  '  "V 

III  COHsinS^ATION’  of  the 'payment  by  the  purchaser 
to  the  vendor  of  the  sum  of  Twenty-five  ;.undred  ($2500. } 
dollars  at  and  upon  the  execution  and  delivery  of  this 
contract,  it  is  hereby  mutually  covenanted  as  follows: 

PIRST:  The  vendor  hereby  agrees  to  bell*  assign 
rind  set  over  to  the  purchaser  at  any  time  upon  written 
demand,  within  ninety  days  from  the  date  hereof  as  a  going 
concern,  the  business  for  the  United  RtateB  and  Canada  / 
carried  on  by  the  vendor  known  as  his  kinetoscope  and  moving" 
picture  business,  together  with  the  business  of  manufacturing, 
developing,  printing  and  selling  films,  as  the  same  is  and 
has  been  conducted  by  him,  together  with  all  patents  for  the; 
United  State  and  Canada  on  Kinetoscopes  and  Kinetographs, 
together  with  all  the  patents  for  the  United;  States  and  1 
Canada  for  the  manufacturing,  developing  and  printing; of 
films,  and  all  applications  for  bitch  patents  ’upon 
.  Kinotosoopes,  Kinetographs,  and  projecting  apparatus, ; 
editable  for  use  in  the  moving  picture  business  which;  the' 
same  vendor  may  personally  have  now  pending  lnT£he  Patent 
Office  at  Washington  and  Ottawa,  together  with  on  assignment 
of  any  and  all  said  patents  or  applicationstherefor,whlch 
may  be  held,  in  trust  for  -hlm,  or  to  which  he  may  be 
equitably  entitledj  together  with  all  the  copyrights;, of 
the  United  Sfctttafl  and  Canada  on  films  and,  also,  the  trade  names 


I 


s  .j 

-2- 

IldiBon  Kinetoscopes  and  Edison  Kinetograph,  and  the  good  will 
of  the  said  business,  together  with  tho  stock  on  hand  of  the 
vendor,  consisting  of  Kinetoscope.s  and  Kinetographs,  printing 
machinery,  finished  and  ija  process  of  manufacture,  also 
films,  film  stock,  and  negatives. 

All  of  said  property  the  vendor  hereby  covenants 
shall  be  free  and  clear  of  all  liens,  charges  and  encumbrances 
whatsoever,  save  a  certain  contract  with  the  Klondike' 
Exposition  Company,  by  Thomas  Orahan,  Manager,  dated  January 
16th,  1900,  a  copy  of  which  is  hereto  annexed,  and  a  contract 
made  with  the  American  Parlor  JCinetoscope  Oo.,  of  Washington, 

)).  0.,  a  copy  of  which  is  hereto  annexed.  The  obligations 
of  these  contracts  shall  be  assumed  by  the  purchaser  and  the 
vendor  saved  harmless  from  any  future  liability  thereunder. 

The  consideration  for  said  sale  shall  be  the  siw^ij^j 
Three  Hundred  thousand  ($300,000.00)  Dollars  in- cash;  tKe^v?f  :: 
Twenty-five  Hundred  (§2508®)  dollars  being  credited  upon 
the  said  amount,  and  aloo  a  sum  not  to  exceed  tho  sum  of 
Thirty  Thousand  ($30,000.00)  dollars  in  cash,  the  same  to  bo 
computed  from  the  book  cost  to  the  vendor  of  the  stock  and 
property,  other  than  patents,  applications  and  copyrights 
herein  referred  to,  except  that  in  computing  the  said  sura, 
the  negative  shall  be  taken  at  the  price  of  Twenty-five  (§25. 
dollars  for  each  negative.  Should  the  total  of  Baid  book 
valuation  and  the  negatives  at  said  price,  be  lesB  than  the 
sum  of  Thirty  Thousand  ($30,000.00)  dollars  in  cash,  then 
suoh  lest;  sum  shall  be  paid  to  the  vendor  by  the  purchaser, 
within  ninety  days  from  the  exercise  of  this  option. 

In  addition  thereto,  the  purchaser  shall  pay  the 
sum  of  Plve  Thousand  (§5,000.00)  dollars  per  annum,  for  the 
term  of  twelve  years  from- the  date  of  said  sale,  and  the  . 
purchaser  shall  covenant  with  the  vendor  that  no  dividend 
of  any  kind  shall  be  paid  upon  the  capital  stook  of  th gj°vro\i< 


or  Its  assignee  before  the  prior  payment  of  the  sati d  yearly 
payment,  of  Five  Thousand  •{$5,000.00)  dollars,  shall  have  been 
nude  to  the  vendor  during'  any  ye  fir  of  said  term. 

The  purchaser  shall  execute  to  the  vendor  a  proper 
instrument  pledging  all  patents  and  patent  rights  for- the 
United  States  and  Canada  to  be  assigned  .to  It  by;  the. 
vendor  under  this  contract  as  security  for  the  payment 
provided  for  in  this  clause. 

If  the  patent- number  589,168  and  now  in  litigation, 
shall  be  curtained  by  the  Courts  of  the  United  States  by  a 
final  decree  after  a  trial  upon  the  merits  thereof,  then, 
and  in  that  event,  or  if  in  three  years  from  the  date  hereof 
no  decision  shall  be  rendered  in  a  suit  in  said  courts 
involving  the  validity  of  said  patent,  the  purchaser  shall 
pay  to  the  vendor  fin  additional  sum  of  Twenty  thousand 
(§20,000*00)  dollars  in  cash;  and  if,  at  the  expiration'  of 
five  years  from  the  date  of  this  contract  the  said  patent 
shall  not  havo  been  successfully  attacked  and  a  Judgment  or 
decree  rendered  by  a  United  States  Court  against  the  said 
patent,  then  and  in  that  event,  at  the  expiration  of  said 
five  (5)  years  the  purchaser  shall  pay  to  the  vendor  an 
additional  sum  of  Twenty  Thousand  (§20,000.00)  dollars  in 
cash..  ■ ' 

In  the  ease  of  the  purchases  of  the  property 
covered  by  this  contract,  then  contemporaneously  therewith, 
the  vendor  shall  execute  a  contract  with  the  purchaser  by 
-which  the  vendor  shall  obligate  himself  during  a  term  of. 
fifteen  years  from  the  date  hereof  not .  to .  engage  or  be  or 
become  interested  directly  or  indirectly,  individually  as 
partner,  stockholder,  director,  officer,  agent,  employee, 
or  otherwise,  in  the  business  (other  than  that  of  the 
purchase  on  the  assignee  of  the  purchaser  hereunder). 


-v 


of  buying,  manufacturing:  nr  (selling  kinetosoopes, 
kinetographs,  films  or  projecting  machinery,  used  or  capable 
of  being  used,  in  the  moving  picture  business,  or  in  the 
business  of  kinotoscopy,  .except  in  the  States  of  Nevada  and 
Wyoming.  This  covenant,  shall,  however,  terminate  arid  be 
severally  and  separately  void  upon  the  failure  of  the! 
purchaser  for  sixty  days  after  the  same  shall  become  due  to 
pay  the  Five  Thousand  ($5,000.00)  Dollars  hereinabove 
provided  for,  at  the  expiration  of  any  year  for  twelve  years 
as  hereinbefore  provided. 

.  The  vendor  will,'  if  duly  elected  by  the  stockholders, 
act  as'-a  director  of  the  purchaser,  or  any  corporation  of 
good  business  standing  whioh  may  take  over  the  property 
herein  contracted  for,  and  especially  covenants  to  give  hia 
testimony  in  sustaining  the  patents  herein  agreed  to  be 
assigned  and  to  assist  $8;  far  as  possible  in  obtaining  the 
testimony  of  his  employees  to  that  end,  and  to  exercise  all 
due  and  reasonable  diligence  to  oo-operate  with  the  purchaser 
to  sustain  said  patents;  and  that  he  will  do  nothing  to 
prevent  the  same  fx*om  being  sustained,  or  act  in  any  way 
hostile  to  the  said  patents.  And  that  the  vendor  will  not 
directly  or  indirectly,  attaok  or  assist  in  the  attack  of 
and  upon  any  patent,  which  the  purchaser  now  owns  or  controls, 
or  which  may  be  hereafter  owned  and  controlled  by  them, 
relating  to  tho  art  of  moving  pictures. 

The  vendor  will  also  turn  over  all  papers  Relating 
to  the  said  business  and  the  said  suit  upon  the  said 
patents  nor/  in  litigation,  and  will  permit  his  attorney, 

Mr.  Richard  N.  Dyer,  to  aid  in  sustaining  the  said  patents. 

The  vendor  further  covenants  that  he  will  forthwith 
instruct  his  attorney  to  enter  an  orderi  adjourning  the 
litigation  now  pending  between  the  vendor  and  the  purchaser 


i 


y  |  •  c, &> 

affecting  s&id  patents  hereinabove  referred^to  and  until  the 
Pall  Tern  of  the  United  fit at.ee  Circuit  Court,  and  that  said 
adjournment  shall  be  made;; 

The  vendor  hereby  covenants  that  except  fcs  herein 
r.et  forth,;  he  has  not  solft,  licensed,  KHleaaed  or  parted  wit), 
any  klnetographioearaeraj  ^pr  any  right  of,  in  and 'toHthe 
patents  heroin  contracted  to  bo  assigned,  which  would  deprivf 
the  purchaser  of  the  exclusive  right  to  manufacture,  use  or 
sell  kinetographic  cameras,  or  the  picture  bearing  strips 
produced  therewith,  and  that  he  has  a  full  right  to  assign 
and  convey  the  rights  herjeln  purport  'd  to  he  assigned  and 

convoyed.  '  ' 

This  contract  shall  be  and  be  considered ‘to  be  an 

option  to  purchase.  , 

If  this  option  is  not  exercised  within  the;  ninety 
days,  aforesaid,  the  said  Twenty- five  hundred  ($2800. );. 
dollars  shall  bo  forfeited  to  the  vendor. 

This  contract  shall  bind  the  parties  hereto,  their' 
nominees,  personal  represnntatives,  successors  and  assigns, 
respectively,  ns  fully  as  though  they  had  executed  those 
presents.  'fh4’ 


IN  WITHERS  WHKHEOF  the  vendor  has  hereunto  set  his- 
hand  and  seal,  and  the  second  party  has  oaused  these  presents 
to  be  sealed  .and  executed  by  its  officer  thereunto  duly 
authorized,  the  day  and  year  first  above  written. 


[ATTACHMENT] 


r  t 

COPY 

T1II8  AORJMIENT,  entered  into  this  fifth  day  of  Kay, 

1398,  by  and  between -THOMAS  A.  ED I BOH  of  Orange,  Essez  Count: , 
State  of  Hew  Jersey,  party  of  the  first  part,  and  the  American 
Parlor  Kinetoscone  Company,  of  the  City  of  Washington,  / 

District  of  Columbia,  party  of  the  second  part,  [ 

WITNESSETH : 

WHEREAS,  the  party  of  the  first  part  is  the  owner 
of  certain  betters  Patent,  numbered  493,426  and  589,168, 
for  motion  pictures  called  Kinetosoopes,  and  has  a  factory 
for  the  production  of  filmB  for  use  in  connection  with  said 
Kinetosoopes;  and 

WHEREAS,  the  said  party  of  the  second  part  is  the 
owner  of  a  patonted  device  called  the  "Parlor  Kinetoscope" 
for  exhibiting  motion  pictures,  an  exhibit  of  which  is  horet > 
attached;  and 

WHEREAS,  the  party  of  the  second  part  is  desirous  of 
obtaining  the  right  from  the  party  of  the  first  part,  under 
his  patents,  to  manufacture  and  sell  opaque  Edison  films 
of  a  character  li3ce  the  exhibit  marked  "paper  film",  and  is 
willing  to  pay  a  royalty  to  said  party  of  the  first  part 
on  each  and  every  fifty  feet  of  film  made  and  sold  by  it,  - 

THEREFORE  BE  IT  AGREED  I 

That  the  said  party  of  tho  second  part  will, ' on  and  ' 
after  June  1st,  1308,  pay  to  tho  said  party  of  the  first  pari 
twenty-five  (26/^)  cents  per  dozen  for  film  sold  at  whole sal j 
for  Two  (§2.)  dollars  per  dozen  but  the  royalty  shall  increase 
in  proportion  as  the  wholesale  price  is  inoreaeed  beyond 
Two  (§2.)  dollars  per  dozen,  and  that  a  sworn  monthly  state¬ 
ment  will  be  made  within  ten  days  after  the  expiration  of 
each  month  Bhowing  the  gross  sales,  and  that  it  will  within  j 
ten  days  thereafter  pay  the  royalties  due  to  said  party 
of  the  first  part. 

The  party  of  the  first  port  further  agrees  that  he 


[ATTACHMENT! 


will  furnish  negative  films  made  from  positive  films  to  the 
party  of  the  second  part  at  the  price  of  Eight  (§8.)  dollars 
for  each  fifty  foot  strip, 

She  party  of  the.  first  part  further  agrees  to  furnis  1 
to  the  party  of  the  second  part  any  films  of  standard  size 
that  he  is  free  to  sell,  at  the  same  price,  and  as  quickly 
as  they  are  furnished  to  the  moot  favored  customer.  It 
being  understood,  however,  that  tho  party  of  the  second 
part  will  only  use  such  films  for  printing  their  opaque 
films  therefrom. 

l’his  contract  shall  expire  within  one  year  from 
this  date,  and  is  not  transferable. 

Shis  contract  is  not  a  construction  of  the  Edison 

patents. 

;  (s)  JmoMAs  a.  rail  son 

AMERICAN  PARLOR  KINEl’OSCOPE  CO.. 

By  (s)  0.  M.  CAMPBELL, Srea s 


September  17th*  1900* 


Thomas  A.  Edison,,  Esq. , 


Dear  sir* 


Orange,  N*  J* 


5 


Mr*  Mallory  has  no  doubt  reported  to  you  our  ooiversa- 
tion  by  telephone  to-day  in  reference  to  the  Baird  transaction  for 
Phonograph  bonds  and  option  for  stock  of  the  Edison  Portland 
Oeraent  Company*  Of  the  $100,000  whiah  you  were  to  reoeite  as  pur¬ 
chase  money  for  the  bonds,  you  haYe  actually  received  $88,000, 
leaving  $12,000  in  notes  which  you  still  hold*  These  payments 
have  been  made  partly  by  our  assistance,  and  we  now  hold  $18,000 
of  the  Phonograph  bonds  as  collateral  for  advances  which  we  hare 
made  Mr.  Baird.  We.  also  035)00 1  to  pay  him  additional  money,  and 
in  consideration  of  bur  action,  he  is  to  assign  to  us  the  right  ter 
purchase  4000  shares  of  the  Edison  stock  under  terns  of  his  con¬ 
tract  with,  you*  As  explained  to  Mr*  Malloiy,  the  contract  between 
you  and  Mr*  Baird  is  incomplete,  as  we  find  that  it  does  not  provide 
either  for  assignment  of  the  right  of  subscription  nor  does  it 
cover  the  point  intended  to  be  covered  that  he  is  to  have  the  right 
to  purchase  the  cement  stook  in  either  bonds  or  cash,  neither 
does  it  cover  the  point  that  if  he  doss  not  finally  complete  the 
payment  pf  $100,000,  that  the  option  is  to  hold  for  the  bonds 
acquired* .  We  thinfc  however*  that  your  acceptance  of  the  notes  in 
settlement  really  covers  that  point,  bit  this  question  need  not  be 
raised,  as  he  will,  no  doubt,  pay  .off  the  balance  of  the  notes 
ultimately  arid,  in  any  event,  he  has  paid  nearly  nine-tenths  of  the 
original  sent*  . 

As  Mr*  Mallory  suggested,  we  propose  tomorrow  to  have  new 


-To  T.  A.  E.  2- 

agreements  drawn  covering  the  above  points,,  and  we  shall  probably  . 
hare  two  agreements,  one  between,  you  and  Mr,  Baird  and  the  other 
in  our  name,  cowering  the  option*  This  will  prevent  any  raisunder* 
standing  or  mixing  up  of  papers*  We  hare  felt  under  some  little 
obligation  to  Mr.  Baird  to  help  him  out  in  this  matter,  as  it  was 
at  our  instance  that  he  made  the  transaction,  but  the  matter  has 
now  readied  a  point  where  our  adware  es  have  become  so  large  and 
will  be  larger,  that  we  feel  that  thB  papers  should  be  put  into 
better  shape,  so  as  to  protext  us  against  any  possible  cavtingency. 
ITr*  Mallory  said  that  in  your  absence  this  momirg,  he  wub  prepared 
to  take  die  responsibility  of  saying  that  you  would  make  the  neces¬ 
sary  changes  to  oariy  out  die  above  conditions,  which  are  really 
not  different  from  what  were  originally  intended,  but  which  have 
not  been  properly  set  forth  in  the  written  agreement1.' 


PILLING  &  CRANE, 

Broad  &  Chestnut  Streets  '  J 

PH  I  LADELPH  I  A.  IPM  MO,' 

Edison,  Eafj.,  ,  r 

iinsrffea,  5»  X 

Me*’1  Btr: 

We  halxt  attorney  4*W  J&  ^pyoflowrt#^ 

BfcjEiti  to  take  th8$5!DwM»  of  Jjptyi apiarlcbtfej^B  0£ 
efftBt  with  you.  Ke  ^  aonaj^j  jjs^u  1**» 

new  agreement,  Had,  yo4  will  notice 

old  agreements.  tij» $$»&  t*  W#i  -iMM" 

Individually  purchased  from  Hr.  Bljird 

on  4000  shares  of  th£  oeptent  stock.  Ttylfy  an  option 

for  6000  shares  instead  of  10,000,  -and  yo  hpf  4£bast  tp 

hare  the  option  for  th$  4000  shared  cup®  dfreotljr  $W«a  yt«l  to  us. 
Noting  upon  this,  we  harp  drawn  the  Baird  agjftaejanli*  so*  that  >ou 
give  option  on,  6000  shares,  and  we  also  encase  agreements  in 
triplicate  covering  options  to  Pilling  &  Ort&e  on 

2000  shares  each.  Our  purpose  in  Writing  yoil  nf nr  is  to  ask  that 
you  go  over  these  agreements  carefully,  an#  kirriljr  Bring  them  ’iy#bh 
you  to  Philadelphia  when  you  cane  on  Thursday  n«Sti  al«o  pldas^ 
■bring  the  old  Baird  agreements  that  all  copies, may  US  destroyed 
together.  We  think  yon  will  find  that  -fixe  enclose#  agrae$iy\ts 
cover  the  situation. fully,  so  that  . you  are  protected  as  wall  as 
ourselyesj  at.  least  this  has  Been  our  intention  in  drawing  the 
papers. 

Enclosure. 


[ENCLOSURE] 


.  mxg-AORHPraNT  raadn-Mrtr-  day  of  September 

A.  T).  1900,  between  Thomas  A.  Edison,  of  the  first  part  and  Chester 
H.  Baird  of  the  second  part. 

WlTfLEB-WH  That  tho  said  parties  in  consideration  of  the  sum 
of  One  dollar  ($1.00)  each  unto  the  other  in  hand  wll  md  truly 
paid  at  or  before  the  enseal  ii^;  and  delivery  hereof,  the  receipt 
whereof  is  hereby  acknowledged,  and  of  the  purchase  of  certain 
bonds  of  the  Edison  Phonograph  Works  by  the  said  (Theater  B.  Baird 
from  the  said  Thomas  A.  Edison,  do  covenant  and  jgree  to  and  with 
oach  other  as  follows: 

At  any  time  prior  to  one  year  after  the  factory  of  tine  Edison 
Portland  Cement  Oorapfmy,  a  corporation  organised  under  the  laws 
of  the  State  of  New  Jersey,  begins  to  manufacture  cement  in  com¬ 
mercial  '{U  entities,  tho  said  Tin  cm  as  A,  Edison,  his  executors, 
administrators  or  assigns  will  exchange  at  the  option  of  the  said 
Chester  I?.  Baird,  h.ts  executors,  administrators  or  assigns  any  or 
all  of  Sixty  thousand  dollars  ($60,000)  in  bond  s  of  the  Edison 
Phonograph  Porks  at  par  for  the  stock  of  the  said  The  Edison 
Portland  Cement  Company,  at  Ten  dollars  ($10.00)  per  share,  the  par 
thereof  being  fifty  dollars  ($50.00)  per  shares  that  is  to  say,  for 
any  bond  of  the  Edison  Phonograph  Porks  of  the  face  value  of  One 
thousand  dollars  ($1000.)  the  said  Thomas  A.  Edison,  his  executors, 
administrators  or  assigns  will  give  100  shares  of  the  stock  of  The 
Edison  Portland  Cement  Company,  or  at  the  option  of  the  said  Chester 
Baird,  his  executors,  administrators  or  assies  will  sell  and 
transfer  to  the  said  Chester  H.  Baird,  his  executors,  administra¬ 
tors  or  assitfiB,  any  or  ail  of  the  said  600O  shares  of  the  stock  of 
The  Edison  Portland  Cemeit  Company,  at  the  price  or  sura,  of  Tendolr. 
lars  ($1(H0Q)  per  share  in  oasH  for  the  sene,  it  being  understood 
that  said ’6000  aheres'of  stock  maybe  paid  for  by  the  said  Chester 
B.  Baird,  his  executors,  administrators  or  assigns  either  in  the 
bonds,  of  the  Edison  Phonograph  Works  or  in  cash,  as  he  or  they  may 
elect.  '  ■  .  v. 

The  sjjaid  Thomas  A.  Edison,  his  executors,  administrators  or  O' 


[ENCLOSURE] 


(2) 


or  assigns  will  upon  the  payment  of  the  notes  of  the  said  Chester 
R.  Baird,  held  by  said  Thomas  A.  Edison,  for  the  sum  of  Twelve 
thousand  dollars  ($13,000)  deposit  with  the  West  End  Trust  ft  Cafe 
Deposit  Company  of  Philadelphia,  Pa.,  0000  shares  of  The  Edison 
Portland  Gem  ait  Company  in  his  name  and  duly  ossified  .in  blank 
by  him  to  be  held  by  the  said  depository  during  the  period  of  one 
year  Iron  die  time  that  tlie  said  Edison  Portland  cement  Company 
begins  to  manufacture  cement  in  oarmrcial  quantities,  as  aforesaid 
In  trust  to  deliver  the  whole  or  any  part  thereof  to  the  said 
Chester  R.  Baird,  his  executors,  administrators  or  assigns  upon 
receiving  from  him  or  tJiom  bonds  of  the  Edison  Phonograph  Works  or 
cash  in  t.he  ratio  above  specif iod. 

At  the  expiration  of  said  year,  so  much  of  said  -stock  as  the 
said  Chester  R.  Baird,  his  executors,  administrators  or  assigns 
shall  net  have  exercised  his  option  to  take,  shall  be  delivered 
to  Ihe  .said  Thomas  A.  Edison,  his  executors,  administrators  or 
assigns.  ' 


IN  WITNESS.  WHEREOF,  the  said  parties  have  hereunto  set  their^ 
hands  and  seals. 


SEALED  and  DELIVERED 


I  /  $ 


(SEAL) 


(REAL) 


Th»  agrtsnwits  d*ted  Deo«ber  9th.  1899  «id  Jmmry  9th.'  1900 
«  hereby  cancelled. 

Ovs—t^  ^XyLvcX 

w  YAitaJU-c^  o\^  SDiAIJ 


Know  all  men  by  these  presents,  that  I, 
Chester  R.  Baird  for  value  received,  do  hereby  assign, 
transfer  and  set  over  unto  E.  C.  Miller  &  Co.,  their  ox- 
cutors,  administrators,  and  assigns,  all  my  right  and  op¬ 
tion  to  exchange  bonds  of  the  Edison  Phonograph  Works  or 
cash,  for  the  stock  of  the  Edison  Portland  Cement  Co., 
as  set  forth  in  the  agreement  between  Thomas  A.  Edison  and 
me,  dated  September  18th  1900  to  the  extent  of  six  thous¬ 
and  shares  thereof;  and  all  ray  right,  title  and  inter¬ 
est  under  the  said  agreement,  in  so  far  as  the  option 
relates  to  the  said  six  thousand. shares  of  the  stock  of  the 
Edison  Portland  Cement  Co., 

In  witness  whereof,  I  have  hereunto  set  my 
hand  and  seal  this  ■  day  of  ^goQ 


E.C.M  I  LLE  ft  &  CO. 


437  CH'ESTNl 


Philadelphia  Sept.  28th-1900 

'  Mr.  Thos.  A.  Edison, 

Orange, 

N.  J. 

Dear  Sir:-  ' 

We  "beg  to  advise  that  Chester  R.  Baird  has  assign¬ 
ed  to  us  all  his  right  and  option  of  exchange  on  the  bonds 
of  The  Edison  Phonograph  Works  or  cash  for  the  stock  of  the 
Edison  Portland  Cement  Co.  as  set  forth  in  the  agreement 
between  yourself  and  him  dated  September  18th-1900.  Will 
you  kindly  formally  acknowledge  receipt  of  this  notification 
of  assignment  to  jwa."  We  notice  that  in  accordance  with 
the  terms  of  the  agreement  Mr.  Baird  must  pay  his  notes  for 
$12,000  and  on  payment  of  that  amount  will  receive  $12,000 
bonds.  We  have  written  Messrs.  Pilling  &  Crane  asking  them 
to  give  us  the  dates  at  which  these  notes  are  due  but  in 
the  meanwhile  would  like  to  know  whether  a  payment  to  you 
of  $3,000  v/ould  return  us  Mr.  Baird's  note  the  bonds  being 
left  as  your  property  thus  fulfilling  that  particular  part 
of  the  agreement.  This  would  be  equivalent  to  a  purchase 
.  of  $12,000  by  you  at  75  ft  of  their  par  value  unaccompanied 
by  any  option  or  rights.'7 

Yours  very  tri^ 


September  28th.  19001.'1 

SEP  89  1900 

Dear  air: 

We  are  quite  Burprised  to-day  to.  discover  that  a  mistake 
has  been  made  in  the  delivery  of  bonds  to  C.'R.  Baird.  We  have 
Been  under  the  ijnpreBsien  that  he  had  paid  all  of  your  notes  except¬ 
ing  $12,000.  Mr.  Baird  suddenly  discovered  to-day,  at  the  last 
moment,  that  one  of  his  notes  for  $10,000  was  due  to-day,  and  he 
was  unprepared  for  it.  The  notes  have  not  "been  on  our  hooks,  so, 
of  course,  we  knew  nothing  about  it,  having  received  no  word  from 
you.  In  looking  over  the  correspondence,  we  find  that  a  note  for 
$10,000  was  renewed  on  July  30th.,  and  that  this  was  the  one  in 
question.  The  worst  paid;  of  the  matter  is-that  instead  of  hold¬ 
ing  $17,000  bends  for  your  account,  we  hold  only  $12,000.  In  other 
woids,  we  have  apparently  delivered  to  Mr.  Baird  $5000.  of  bonds 
more  than  he  was  entitled  to.  How  this  cane  about  we  cannot  noyr 
say,  but  we  are  certainly  veiy  soriy  to  have  to  report  the  fact. 

He  has  from  time  to  time  paid  off  notes  and  renewed  them  all  or 
in  part,  and  sometimes  the  notes  were  paid  several  days  before  the 
renewals  were  consunmatad.  The  accounts  were  not  kept  on  our 
books,  as  it  was  not  a  matter  which  entered  into  our  accounts,  but, 
nevertheless,  we  haye  endeavored  to  be  as  carefhl  as  if  we  were 
directly  interested.  The  only  thing  to  do  now  is  to  get  him  to 
gradually  work  the  account  down  to  $12,000,  which  will  be  .cohered 
by  the  bonds  we  hold  and  then  gradually  reduoe  thi  s  amount,  lfill 
you  kindly  show  this  letter  to  Mr.  Edison  and  explain  to  Mm  how 


PILLING  &  CRANE, 

Broad  &  Chestnut  Streets 
PHILADELPHIA. 

Mr.  W.  s,  Mallory,  ,,  % 

Orange,  H.  J.' 


.  -To  w;  M.  2-  SEP  29  1900 

softy  we  ape  that  the  matter  has  occurred'.  We  think  it  will  come 
out  all  right  in  the  long  run  and, this  is  the,  firBt  time  that  such 
an  occurrence  has  ever  happened  in  our  office.’ 

We  expect  to  see  Mr.  Baird  later  in  the  day  or  tanorrow  morn¬ 
ing  in  referen.ee  to  renewal  of  the  note  due  to-day  about  which  we 
telephoned  you.  We  will  secure,  as  much  as  possible  on  account,  and 
take  a  new  note  for  the  balance. 


Yours  very  truly. 


yu/sr/Atf 

<J%W74 

h.  i$/fi'/%w/#y?/A 


V,  S,  Mall r*!r,  Hb CL., 

o/o  3$disoft  Laboratory, 

Orange,  N.  J. 

My  Dear  Mr.  Mallory:- 

I  was  very  much  surprised  to  learn  a  few  minutes  "5 
before  three  o'clock  yesterday  that  a  note  of  mine  for  $10,000.  was  due. 

I  have  beon  exceedingly  rushed  with  very  important  matters  recently, 
and  as  this  was  a  personal  affair  no  entry  was  made  on  our  books  and 
I  had  no  idea  that  a  note  was  due.  This  strikes  me  at  an  unusually 
bad  time  as  the  demands  on  us  lately  hove  been  very  heavy  indeed  and  we 
have  been  greatly  disappointed  in  collections.  This  in  addition  to 
the  very  depressed  state  of  the  iron  market  makes  it  very  hard  for  me  •  ' 
and  this  combination  of  circumstances  makeB  it  impossible  to  pay  anything^ 
whatever  on  the  note  as  much  as  1  would  like  to  do  so*  ^ 

I  herewith  beg  to  enclose  two  notes  dated  September  28th, 

H56  for  #8,000.  and  #2,000.,  respectively*  I  send  two  notes 

because  Crane  stated  that  yolu  could  hot  ubp  one  for  more  than  ^ 

$8,000,.  sLM  ha  was  very  anxious  that  1  .send  -you  $2,000,  in  cash,  I 
sincerely  that  you  can  use  both  ■of  these  notep  an$l  that  the  matter  > 
will  (fGXiiti  y#u  no  serious  incohvehien^p.  s 

VhapatiOiL  you  very  jqjwh  (fo jr  yyvf- 

our  dealings,  ^gather,  pnd  as.jBurdiLjS  y.^u/,tlia,t  ip  fi^.^  ^)pre,pia|ted,  ^ 

I  have  the  pjLegaure  to  remain, 


Yours  1 


j(.a. 


Q^(^yUlsi^ 


^v-irw^^O  (b&^c L 


OTCv 


Philadelphia,  Novocfcor  2nd.  WO. 
TlioraaB  A.  Edison,  Bfsa.'t  ■••..,  ■  NOV  -3  1900 

Orange,  T>I.  J. 

Dear  sir: 

Inferring  to  m  agreement*  dated  September  liih.  1900,  in 
reference  to  option  for  stock  of  The  Edison  Portland  Cement  Hempen;', 
1  think' it  well,.  in  .order  to  preyent  future  misunderstanding,  to 
have 'a  specific  agreement' as  to  the  moaning  of  .the  tern  'T^on  The 
Edison  Portland  Cement  Company  begins  to  manufacture  cement  in  com¬ 
mercial  inautities."  I  propose  that  this  phrase  shall  moan  when 
the  mills  of  the  Company  •ahsU;J?rqclttO(i  .an ..averse  of  1800.  Twurols 
of  Portland  Cement  .per  working  day  . durirE  th  roe  consecutive  months. 

1  also  p  repose  that  when  this. shall  have  been  accomplished,  you 
or  your  representative:  shall. give  notice  to  this  effect  to  the  than 
holder  of  iiiia  option  and.  to  the  ..West  End  Trust  ft  nafe.Peposit. 
Company  aid  that  the  your  shall  commence  on  and  after,  the,  reception 
of  this  notiody  provided,  of  course,  that  the  option  liasnot  been 
exorcised  by  me  or  iqy  legal  representatives  or  assigns  paler  to 
the  cojmionoeraent  of  tie  year  aforesaid. 

I  am  writing  this  letter  in  triplicate,  and  your  written 
acceptance  of  the  foregoing  conditions  will  constitute  an  ar-iended 


NATIONAL,  PHONOGRAPH  CO., 

%DlSON  LABORATORY, 

„  ORANGE,  N.  J. 


(Personal) 


ORANGE  Not.  19 no. 


C. 


Stevens, 


y.nci,, 

P,  o,  Box  1338 | 

New  York, 


Dear  Sir: 


..With  referonoe  to  the  natter  of  taking  over  your  entire  "busi¬ 
ness,  about  which  we  have  hart  numerous  interviews,  7.  desire  now  to  oon- 
fim  the  understanding  reached, 'which  ;X  believe  to  be  mutually  satis¬ 
factory.  ■  .  , 

1.  ”/e  are  to  pay  you  for  your  business  the  nun  of  Six  Thousand 

Dollars  ($6,000),  payment  to  be  made  either  in  cash  or  the  equivalent 
in  our  goods  or  materials  sold  by  the  RAison  Mfg.  Oo.  or  the  Bates  TIfg, 


Co.. 

3.,  yin  are  to  take  over  all  of  your  actual  assets,  including 
stock  on  )md  at  cost  prices,  furniture  mid  fixtures  at  their  exact 
cost,  as  well  as  any  liabilities  that  you  may  have  assumed  in  the  wny 
of  advertising  contracts,  insurance,  lease  of  promises  No.  16  Oertar 
St,,  etc. 

3.  The  business  is  to  be  conducted  as  a  branch  of  this  Company 
at  your  present  address,  No.  16  Cedar  St.,  unless  it  should  be  found 
later  on  of  advantage  to  move  it  elsewhere.  It  is  our  desire  that,  you 
assume  the  management  of  the  selling  end  of  the  business,  under  the 
title  of  .Manager  of  Foreign  Department,  but  it 
that  the  same  supervision  that  no w  prevails  in 
course  prevail  in  your  department,  it  being  thf 
the  Foreign.  Department  independently,  but  co-operation  is  of  course  to 
be  exorcised  in  every  case  as  between  the  Domestic  and  the  Foreign  ends 


'is  distinctly  understood 
the  Company  shall  of. 
i  inWQti)$n  to  operate 


SHEET  No.  f>.  NATIONAL  PHONOGRAPH  Co.  TO  0.  Pi,  f5«  DATE, 

of  the  business.  It  1(5  further  understood  that  the  foreign  branch 
will  open  its  own  set  of  hooks  and  do  the  necessary  charging  out  direct 
from  their  office;  in  fact,  it  is  the  intention  to  operate  the  Foreign 
Department  as  a  separate  and  distinct  concern,  such  department  to  hear 
its  own  general  expense.  v/e  hare  also  decided  that  will  charge 
our  different  apparatus  to  you  at  fixed  net  prices,  all  of  which  are 
indicated  on  attached  schedule ,  marked  "A". 

4.  ■  In  consideration  of  your  devoting  your  entire  time  and  efforts 
to  the  furtherance  of  our  business,  v/e  agree  to  allow  you  to  partici¬ 
pate  in  the  net  profits  of  this  branch  of  the  business  to  the  extent 
of  thirty  per  cent.  (30?').  So  that  there  will  be  no  misunderstanding, 
we  desire  it  to  be  distinctly  understood  that  in  figuring  net  profits 
it  refers  to  the  actual  net  profits,  after  paying  all  expenses  of. any 
kind  or  nature,  such  as  rents,  advertising,  insurance,  salaries,  etc., 
as  also  after  deducting  any  rebates  or  credits  that  may  be  made  from 
time  to  time.  v;«  also  agree  that  you  shall  draw  a  salary  to  the  extent 
of  Sixty  Dollars  ($60)  per  week,  nano  to  bo  charged  againBt  your  pro¬ 
portion  of  the  net  profits  above  indicated. 

0.  .  Should  we  decide  to  terminate  this  arrangement  for  any  reason 

whatsoever  before  the  conclusion  of  the  first  year,  then  and  in  that 
case,  we  agree  to  pay  you  the  sura  of  Seven  Thousand  Five  Hundred  Dol¬ 
lars.  ($7,500),  or,  if  it  should  be  decided  to  terminate  the  arrangement 
after  the  first  year,  then  and  in  that  event,  v/e  agree  to  pay  you  a  sum 
equal-.  to  .twenty-five  per  cent.  ( 25/f)  of  the  net  profits  of  the  previous 
year,  said  -net  profits  being  figured  as  outlined  in  paragraph  Ho 
6.  It  is  the  intention  to  turn  over  to  your  department  all 
foreign  business;  all  inquiries,  orders,  etc.,  to  pass  throueJi  your  . 


3. 


NATIONAL  PHONOGRAPH  Co.  TO 


0.  3 


s. 


hands;  "but  we  reserve  to  ourselves  the  right,  to  deni  direct  with  the 
Edison  United  Phonograph  Co. ,  the  German  Edison  Phonograph  Co.  and  the 
Edi a on-Bell  Phonograph  Co. 

7.  In  the  event  of  either  party  desiring  to  terminate  thin 
arrangement  they  have  the  option  so  to  do  upon  sixty  day  a  written 
notioe  in  writing  fran  one  to  the  other. 

8}  CTiis  arrangement  shall  go  into  effect,  an  of  December  1st,  1300. 
It  in  the  desire,  of  course,  that  you  should  arrange  at.  once  to  procure 
neccsagry  account  books,  so  as  to  introduce  them  as  of  December  1st, 

K  ISOo',  '^our  present  books  of  accounts  to  be  closed  as  of  November  30th, 

$  1900*1,  tt‘:t/ill  of  course  be  necessary  for  you  to  arrange  to  take,  stock 
(  on  the  {AamaM  day  of  November,  so  that  the  new  books  can  be  opened  properly 
and  everything  turned  over  to  us  in  a  satisfactory  manner. 

In  conclusion  I  desire  to  say  to  you  that  it  is  the  intention  under 
this  arrangement  that  we  will  always  work  harmoniously  with  the  domestic 
^^end  of  the  business  and  to  avoid,  wherever  possible,  friotion  of  any 
^/£Xnd  whatsoever.  It  of  course  goes  without  saying  that  the  jurisdic¬ 
tion  as  to  the  placing  of  advertising  contracts,  furnishing,  of. printed 

incurring  liabilities  in  any'  way,  shall  only  .be  done 


;  |S^  matter  and. ..in  fan 
\  ^  1:110  “PP-kovrI  of  the  officers  of  the  Company,  and  that  yon  will.. 

V  JLn  every  way  endeavor  to  co-operate  with. them  to  the  furtherance  of  our 
v  ^  general,  business,  always  paying  due  regard  to  the  matter  of  general.  . 

'V  expense.  . 

•A  ^  -I  believe  that  this  covers  everything  and  outlines  clearly  the,., 
j  \Y  manner  in  which  the  business  is  to  be  handled.  If  so,  I  should  be.  gJ.a& 
j  if  you  will  write  mo  a  proper  aoknov/ledgnent.  of  this  letter  and  arrange 

matters  in  such  a  wy  that  the  transfer  can  be  made  by  the  date  above 
indicated.  ^ 


ma/mr 


0$  4/ 


GALISTEO  COMPANY. 


HARRY  F.  MILLER  FILE 


1901 


Halo  agreement  made  this  17th  day  of  July  nineteen  ‘ 
hundred  and  one  by  and  between  the  "Edison  Storage  Battery 
Co."  a  corporation  duly  organized  under  the  laws  of  the 
State  of  New  Jersey  and  having  its  principal  office  in 
West  Orange,  Essex  County,  in  said  State,  party  of  the  first 
part  and  Thomas  A,  Edison  Inventor,  residing  in  Went  Orange 
Essex  County,  State  of  Hew  Jersey  party  of  the  second  part 
wltneoseth. 

Whereas  the  said  party  of  the  oeoond  part  has  inven¬ 
ted  a  now  and  usoful  Storage  Battery  and  several  modifica¬ 
tions  thereof,  and  han  applied  to  the  Patent  Office  of  the 
United  States  for  patents  upon  the  same,  and  the  said  party 
of  the  sooond  part  is  still  engaged  in  perfecting  such 
battery  or  batteries. 

And  whereas  the  party  of  the  first  part  is  desir¬ 
ous  of  purchasing  from  the  said  partyof  the  second  part, 
all  of  his  inventions  on  Storage  BatteriOB,  which  have 
already  boon  made  or  whioh  may  be  made  during  a  period  of 
five  years  from  Pobruary  first  nineteen  hundred  and  one, 
and  all  right,  title  and  interest  in  all  applications  for 
patents  for  Storage  Batteries  now  pending  in  tho  United 
States  Patent  Offioo,  and  tho  patents  when  issued  and  all 
future  applications  for  Storage  Batteries  whioh  may  be 
made  during  said  roriod  of  five  years  within  tho  United 
States. 

Bow  this  agroemont  witnosseth  that  for  and  in 
consideration  of  the  sum  of  One  Billion  Dollars  ( §1,000, 000 : 
of  whioh  sum  One  Thousand  Dollars  shall  bo  oash  and  Hlne 
Hundred  and  Ninety  Nine  Thousand  Dollars  ($999,000.00)  in 
full  paid  non-asses sable  atook  of  the  party  of  the  first 
port,  the  reoeipt  of  which  is  hereby  acknowledged  by  the 
party  of  the  sooond  part. 

And  tho  said  party  of  tho  seoond  port  hereby 


agree a  to  transfer  and  does  hereby  transfer  all  his  right, 
title  and  interest  in  the  said  improvements  on  Storage 
Batteries  within  the  Unites  States  to  the  party  of  the  first 
part  and  all  right,  title  and  Interest  in  and  to  the  inven¬ 
tion  covered  by  the  applications  for  patents  for  the  storage 
Batteries,  filed  in  the  Unites  States  Patent  Office  as  per 
schedule  hereto  annexed,  and  all  future  improvements  thereoa 
in  the  United  States  made  during  the  period  of  five  years 
from  February  1st,  1901, 

And  the  said  party  of  the  second  part  further 
agrees  that  he  will  give  a  reasonable  proportion  of  his 
time,  in  view  of  his  other  interests  and  engagements,  to¬ 
wards  perfecting  the  Storage  Batteries  now  made  and  to 
be  made,  as  well  as  any  manufacturing  devioes  therefor 
made  during  said  period  of  five  years  and  will  sign  all 
necessary  papers  to  carry  out  the  intent  of  this  agreement. 

It  is  further  agreed  that  all  expenses  in  connec¬ 
tion  v/ith  the  experimental  ,vor:.  from  F/’ebruary  1st,  1901 
relating  to  these  inventions  and  alBO  expenses  connected 
with  the  application  for  patents  and  the  taking  over  of 
these  patents  is  to  Je  paid  by  the  party  of  the  first  part. 

IB  WITNESS  WHEREOF  the  party  of  the  firnt  part  has 
caused  this  agreement  to  be  signed  by  its  President  and 
Secretary  and  its  corporate  seal  to  be  attached,  and  the 
party  of  the  seoond  part  has  hereunto  set  his  hand  and 
seal  this  17th  day  of  Ji/ly  1901. 


Signed  Sealed  and  deliv¬ 
ered  in  the  presence  of 


><Xi_ 


List  of  Applications  filed  with  the 
United  States  Patent  Office. 


35.  1048  Reversible  Galvanic  Batteries,  filed  Oct.  31,1900 
Serial  ITo.  34,994. 

33.  1049  Reversible  Ga.lvr.nic  Batteries,  filed  Oct.  31,3.900 
Serial  ITo.  84,990. 

33.  1001  Reversible  Galvanic  Batteries,  filed  Jan.  8,  1901 
Serial  ITo.  42,514. 

PI.  1053  Reversible  OnD.vnnic  Batteries,  filed  T'arch  5,  3.901 
Serial.  Ho.  49,934. 

33.  3.054  Reversible  Galvanic  Batteries,  filed  Kerch  5,  1901 
Serial  JTo.  49,935. 

33.  1055  Reversible  Galvanic  Batterios,  filed  Karoh  1,  1901 
Serial  ITo.  49,452. 

33.  1056  Reversible  Galvanic  Batteries,  filed  T'arch  1,  1901 
Serial  ITo.  49,453. 

33.  1058  Depolarizers  for  Reversible  Galvonio  Batteries, 
filed  Kay  9,  1901,  Serial  ITo.  59,512. 

33.  1069  Rleotrodes  for  Galvanic  Batteries,  filed  Kay  17,19Iil 
Serial  ITo.  60,661. 


f  HERS  A  S ,  I,  THOMAS  A.  EUISGH ,  of  West  Orange, 
in  the  County  of  Essex,  in  the  State  of  Hew  Jersey,  have 
invented  certain  new  and  useful  improvements  in  storage 
batteries,  as  fully  set  forth  and  described  in  certain  let¬ 
ters  patent  of  the  United  States  already  issued  to  me 
thereon  and  in  various  separate  applications  filed  in  the; 
Patent  Office  of  the  United  States,  at  Washington,  D.  C.  , 
as  follows : 

(a)  letters  Patent  of  the  United  States  for  im¬ 
provement  in  reversible  galvanic  batteries,  Ho. 
678,722,  granted  on  the  16th  day  of  July,  1901, 
to  Thomas  A.  Edison. 

(b)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  October  31,  1900,  under 
Serial  Ho.  34,994. 

(c)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  October  31,  1900,  under 
Serial  Ho.  34,999. 

(d)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  January  8,  1901,  under 
Serial  Ho.  42,514. 

(e)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  March  1,  1901,  under 
Serial  Ho.  49,452. 

(f)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  March  1,  1901,  under 
Serial  Ho.  49,453. 

(jjr)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  March  5,  1901,  under 
Serial  Ho.  49,934. 

(h)  Application  for  improvement  in  reversible  gal¬ 
vanic  batteries,  filed  March  5,  1901,  under 
Serial  Ho.  49,935. 


(i)  Application  for  improvement  in  depolarizers  for 
reversible  galvanic  batteries,  filed  May  9,  1901, 
under  Serial  Ho.  59,512. 

(i)  Application  for  improvement  in  electrodes  for 
galvanic  batteries,  filed  May  17,  1901,  under  Ser¬ 
ial  Ho.  60,661. 

And 

WHEREAS,  the  EDISON  STORAGE  BATTERY  COMPANY,  a 
corporation  organized  and  existing  under  the  laws  of  the 
State  of  Hew  Jersey,  is  desirous  of  acquiring  all  my  right, 
title  and  interest  in  and  to  said  improvements,  applica¬ 
tions  and  any  letters  patent  that  may  be  granted  therefor 
or  thereon,  or  any  reissues  or  extensions  of  the  same; 

NOW,  THERE  PORE  ,  Be  it  known  that,  for  and 
in  consideration  of  the  sum  of  five  dollars  ($5.<?0)  lawful 
money  of  the  United  States,  to  me  in  hand  paid  by  the  said 
EDISOH  STORAGE  BATTERY  COMPANY,  I,  the  said  THOMAS  A.  EDISOH 
have  sold,  assigned,  transferred  and  set  over,  and  do  here¬ 
by  sell,  assign,  transfer  and  set  over  unto  the  sa.id  EDISOH 
STORAGE  BATTERY  COMPANY  all  right,  title  and  interest  which 
I  have  or  may  have  in  and  to  the  said  letters  patent  Ho. 
678,722  and  in  and  to  said  improvements,  applications,  and 
any  letters  patent  of  the  United  States  that  may  be  granted 
therefor  or  therei^ion,  or  any  reissues  or  extensions  there¬ 
of,  the  same  to  be  held  and  enjoyed  by  the  said  EDISOH  STOR¬ 
AGE  BATTERY  COMPANY,  its  successors  and  assigns,  as  fully 
and  entirely  as  the  same  would  have  been  held  and  enjoyed 
by  me  if  this  assignment  and  sale  had  not  been  made. 

A  H  D  I  do  hereby  authorize  and  request  the  Commis¬ 
sioner  of  Patents  to  issue  any  letters  patent,  when  granted, 
on  said  applications  and  either  of  them,  to  the  said  EDISOH 
STORAGE  BATTERY  CCMPAHY,  its  successors  and  assigns.  AND 
for  the  above  named  consideration,  I  hereby  covenant  and, 
agree  that  I  will,  at  the  request  and  charges  of  the  said 


|j  EDISON  STORAGE  BATTERY  COMPANY,  execute  any  ancl  all  applica- 
I  tions  for  the  reissue  or  extension  of  the  aforesaid  letters 

I 

jj  patent  and  of  any  letters  patent  that  may  he  granted  upon 
||  said  applications  or  for  the  improvements  described  therein 
jj  that  the  said  EDISON  STORAGE  BATTERY  COMPANY,  its  successors 
|  or  assigns,  may  deem  necessary  or  expedient;  and  do  all-  .  ■ 

|  other  and  further  acts  that  may  he  or  become  necessary  to 
I  obtain  said  letters  patent  and  any  reissues  or  extensions 
j  of  the  same.  AND  I  hereby  covenant  that  I  have  full 
right  to  oonvey  the  interest  herein  transferred,  and  that  I 
j  have  not  executed  any  writing  in  confliot  herewith. 

IN  WITNESS  t  H  E  R  K  0  J  ,  I  have  hereunto 

I 

set  my  hand  and  seal  this  /^7— day  of  July,,  A.  D.  nineteen 
hundred  and  one. 

|  In  the  presence  of; 


S  0  A  P  I  T  U  X,  Al'tT  I  0  N  . 


-V 


N  v 

i  k 


IOH  THE  YEAR  E  N  D  I  il  G  HOVE  M  E  E  R  a'^Hji^lS.Olij; 


CASH- . - . §8348.90 

STOCK . -§1028.28 

FIXTURES  &  EURNITURE - #1899.10 

ANT.  E1XTURK  &  XURNITURB#  477.04  . 

PETTY  CASH- . —  §  100.00 

SPECIAL  ANT.  STOCK - §  120.31k 

GENERAL  EXPENSE  INVEN'Y-#  558.04 

ADVERTISING  INVEN'Y . §  530.15 

ANTWERP  CASH- . #1395.82 

ACCOUNT  E^pECEI  YE®  - #52989.81 

$64147.20 


•PROEIT  &  LOSSr-$31«99.59 
^ACCOUNTS  PAIfiik$321p61 


■  p .  KU 

pi.  : 


-STATEMENT  OP  PRO  PITS  POR  VS^R  .WOTS  rate.  1st.,  1901-’ 


Merchandise  (gross  profit. a)  $63470.01 

General  expense  $19763.28  '  " 

Advertising  7736.77  ■:  r  M 

Legal  ■•••••■  33*70  '•  ' 

‘  Porn.isn  Travel  •  141  .'46  "  ,  i  •,  • 

.  Antwerp,, expenses  3796-;2l 


{51470.42  “  , 

$31470.42 

Net  profit 

3li twrw~ 

30 X  of  $31999.S(?, ,ag.  ,per  iContrao.i;i',.with  O.K.  STEVENS 

Less  amount.',  drawn,  by,  iOfEi  Stevens  tfn  salary' 

Balance  due  - 0*3*  StfS?VKNS  on  the  yea'rfc 1 .  business 

$  9599.68 
3120.00 

.  6479.88 

Balance  due  T,^.j  jjjssOK  •  v  v' 

$26819.52 

Net  Sales;  $265284.89  • 

Percent,  of  Gen'l  Expense  $314,70.42  1.o  Sales  $265284.89 
"  "  "  Net  Profit  831999.89  "  ..  "  «.  \ 

"  "  "  Gross.,.".  $6  3470.01  "  ,  »  v»  « 

3  ...  *  G.K.  STEVENS  interest  namely  30#  of  profit 

including  amount  drawn  as  salary  $9599.88  »  » 

Percent.  Of  T.A.  EMPON's  profit  $256l9.68  "  "  » 

12-s/lO# 

1P.-1Z2  i 

84- 6/10/5 

03-8/lOX 

09-9/l0,< 

Total 

mv/iox 

Antwerp  sales  from  Apr.. 22nd. , $13031.70 

Antwerp  Expense  :•  3796 .81  ■ 

Oe?!’!  Expense  $3796.21  to  An4.  saies 
Estimated  Ions  on  Antwerp  jwslneriaV. 

$13031.70-  29/ 

$  538.2$ 

Profits  on  Sales,  (Gross) - - - $  63,470.01 

LesB 


General  Expenses- 

Advertising - 

legal- — - 

Foreign,  Travel - 

Antwerp  Expenses- 


—$19763.28 

—  773&.7T 

33.70; 

—  141.46 

—  3796.21 


$  31,470.42 
$  31,999.69 


T.  a.  Edlson'B  proportion,  70j£ - - 

C .  E.  Steuens'  "  3C$S-$9899,88 

Less  amount  drawn  as 

salary - $  3120,00 


-$25619.71 


-$6479.88  $  31,999.59 


Cost  of  Sales . -—$191,814.88 

Elus  General  Expense - $  31  j, 470.42 


-$255,284.89 

$223,285.30'- 
$  31,999.59 


General  expense  toasgd  on 


V  . 


HARRY  F.  MILLER  FILE 
1902 


NATIONAL  PHONOORAPH  COMPANY 
FOREIQN  DEPARTMENT. 


COPY. 

Feb.  1,  1902. 


The  Seaboard  National  Bank, 

Welle  Building, 

Broadway,  City.  • 


Gentlemen:  — 


On  and  after  February  3rd  you  will  kindly  ignore  all  endorse- 
menta  or  signatures,  other  than  my  own,  on  oheoks  or  drafts  presented, 
payable  to  the  undersigned,  as  j  am  this  day  severing  my  connections 
v/ith  the  National  Phonograph  Co.,  Foreign  Dept.  >  •-  v  1  ....... -ss;.- 


This  revokes  the  Power  of  Attorney  held  by  my  brother.  Hr. 
Walter  stevefas. 


Very  truly  yours, 

(Signed)  C.  E.  STBVEN3, 


Manager . 


This  agreement  entered  into  this  /  /  day  of 
Pobruary  1902,  by  and  between  Thomas  A.  Edison  of  Orange, 

>Tew  Jersey,  party  of  the  first  part  and  V.  .$7  T.helmardine 
of  Philadelphia,  Pa.,  party  of  the  second  part,  V/itnosseth. 

Whereas  the  party  of  the  first  part  has  inven¬ 
ted  and  applied  for  a  patent  for  a  process  of  covering 
articles  of  iron  rind  steel  with  nickel,  in  such  a  way  that 
the  nickel  will  he  integral  with  the  iron  and  not  remova¬ 
ble,  and  whereas  the  party  of  the  second  par*  is  desirous 
of  obtaining  an  interest  in  the  profits  derived  from  such 
invention,  therefore  be  it  agreed  that  for  ftnd  in  consider¬ 
ation  of  the  stun  of  one  dollar,  the  receipt  of  which  is 
hereby  acknowledged  and  for  other  valuable  considerations, 
the  said  party  of  the  first  part  agrees  to  pay  over  to 
the  said  party  of  the  second  part  one  sixth  of  all  the 
proceeds  derived  by  him  from  the  sale  of  said  invention 
in  the  United  States  only,  or  in  case  the  said  party  of 
the  first  part  elects  to  raise  oapital  to  work  the  inven¬ 
tion  himself  in  the  United  mates,  that  he  will  exact  at- 
Xeast  a.  royalty  of  not  less  than  1!>  per  cent  on  the  actual 
cost  of  all  articles  made  under  the  patent,  and  one  sixth 
part  of  this  royalty  shall  be  paid  as  fast  as  received 


1 


and  during  the  whole  period  during  which  it  is  received 
to  the  said  party  of  the  second  part  in  full  satisfaction 
of  his  interest  and  claims  in  the  proceeds  derived  from 
the  said  invention, 

There  is  sx>ecially  reserved  from  this  contract 
a  special  license  to  he  given  the  Edison  Storage  battery 
Company  should  they  desire  it,  to  use  the  process  in  tsar 
batteries  only,  for  vhioh  neither  the  party  of  the  first 
and  second  part  shall  receive  any  hut  a  nominal  considera¬ 
tion. 


In  Witness  Whereof  the  parties  hereto  have  hereunto  set 
their  hands  and  seals  this  eleventh  day  of  February,  1902. 


fa 


IN  CONSIDERATION  of  the  sum  of  THREE  THOUSAND  DOLLARS 
this  day  received  I  hereby  release  the  National  Phonograph 
Company,  the  Edison  Manufacturing  Company,  the  Bates  Manu¬ 
facturing  Company,  Thomas  A.Edison  and  William  E. Gilmore  Trus¬ 
tee,  from  all  claims  and  demands. 

1  FURTHER  AGREE  to  sign  or  endorse  on  request  (with- 
out  recourse)  all  drafts,  checks  and  money  orders  hereafter 
received  by  either  of  the  said  parties  made  to  C.E. Stevens  as 
Manager  and  to  give  a  power  of  attorney  to  anyone  designated 
by  said  parties  authorizing  him  to  make  such  endorsement. 

I  also  will  turn  over  to  the  National  Phonograph  Company  all 
letters  received  by  me  addressed  to  me  as  C.E. Stevens  Manager, 
or  to  any  of  said  parties  in  my  care. 

,  IjADgO  AGREEI'nflt  to  use  without  consent  on  my  letter 
heads  or  as  an  advertisement  the  letter  of  Thomas  A.Edison  to 
me  in  regard  to  selling  apparatus  manufactured  by  him  dated 
August  2 9th, 1898. 

Dated  February  14,1902.  y 


Wo,  tho  undersigned,  An  consideration  of  t.ho  sum  of 
TVTOVT!  THOTISAWP,  FIVE  HinTDRJBn  Atm  WIW38  DOLLARS  AHP  JUilGHT  OKNITS 
and  other  considerations,  hereby  noloase  and  discharge  Ohwrlos 
33.. St evens  of  and  from  all  claims  and  demands  of  us  or  any  of 
us. 

Pal  od  February  190?.. 


Gaunt  &  Janvier 

.  36 S'&  367  Canal  Street 

New  York 


Pears’, 


Soap 


Thoa<  A.  Edisonj  Esq,) 


Dear  siar*;  - 


New  ybijkj  Apr.  26,  1902. 

I  M  m  0, 


Oce-  U'H  'U^'’ 


half  past  ten. 


Confirming  the  appoiVtmeht  mart^b/Mr..  Mallery^Jver  phone 
this  morning,  I  would  say  that  \  expect  1 6 /conte '’'oii t”^wi t  HMT .  Posay^antt 
the  French  engineers  oh  Monday  t\e  28th  a M  be  at  the  laboratory  about" 

f€!i/dr  U«t-cv*.  /-vv 

Further,  confirming  our  conv er^a^oKKon^ab 0Ht h ,  1902,  in  the)  "7° 
matter  of  negotiating  for  the  radW^ore  of  tfe  O^Tr^s^iL 
owned  by  Me  sera.  Posey  &  Bayly,  of  /hiVh  I  made  memorandi^a^hTtime , 

I  would  say  that  my  understandin^of  tl^at  agreement  is  that  you  shall 
furnish  scheme  for  working  of  th< 


'  or0^*)fi£ruct:.a  0,311  t0  run  the  seme, 
and  guarantee  the  working  of  the  plantAifW(^tructed  in  accordance 


with  your  model.  More  than  t 
I  on  ray  part  am  to  1 


Is  you  do  noty  agree  to  do. 

to  putting  you  in  comrau- 


the  details 

nication  with  Posey  &  BaylVanrt  their  associates,'  furnish  such  capital 
as  may  be  needed  to  const/wct  the  plant  at  the\mine ,  and  that  you  and  I 
together  shall  make  contract  with  the  mine  owners  as  to  the  terms  to  us 
upqn  which  the  plant  isf  tp  bp  worked ,  and  that  ydu  and  I  are  to  share 
^hd  shfire  a*  ike  in  &r\y  profit  in  the  undertaking.^ 


[ATTACHMENT] 


April  30th ,1902 

Jems 8  Haunt, Esq. , 

363  Canal  Street, 

Hew  York. 

Dear  Sir:- 

Replying  to  yours  of  the  25th  lnat.,  I  beg  to  state  that 
ny  understanding  of  the  conversation  on  Eebnjary  Bth,  1902,  and 
those  subsequent,  in  the  matter  of  negotiations  for  the  reduction 
of  ore  of  the  Gold  Roads  Mine  owned  by  Messrs.  Posey  &  Bayly,  is 
that  I  am  to  furnish  a  scheme  for  working  the  ore,  and  build  a 
small  model  at  the  laboratory  at  our  joint  expense. 

You  are  to  work  up  the  details  of  an  arrangement,  subject 
to  my  approval,  before  the  tests  are  made,  with  Posey  and  Bayly 
and  their  associates  for  working  my  machinery  and  appliances  at  this 
Mine;  and  If  the  teste  prove  satisfactory  to  Messrs.  Posey  «■-  Bayly 
end  the  scheme  and  appliances  are  adopted  by  them,  you  and  I  are 
to  share  and  share  alike  in  any  profit  in  the  undertaking. 

Yours  very  truly. 


Thos .  A.  Edison,  Esq., 

Orange,  N.  J. 

Dear  sir;- 

I  am  in  receipt  of  your  valued  letter  of  April  30th'  for 
which  I  thank  you.  I  agreed  to  the  same,  and  am 


&OjlSJ!rm errCt~ fyrtacLe.  im  cLuJUhcati  cl. 

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US  UsaeiUj  O-cJfcwxaw  ledf^gj?  -  Amd  oj^  l^emiiZit^al  toMman^bJ 
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iri-Ciwmcetor»  uAlft  onami^ciitunc  aj^tAtfie  ^aie, 

«  ftfitniocyta^Jh  cn  la£^wn(|  Oruxc^wi^—  - . - 

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t£<?  J 

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|itxrvfc|  oj’lR^  ^uvdr ^>cuvt  <xt~iRe^  cr^ 


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"to  "t^e  o-j,'tfruz  ^nxCt  ^tajriX — 

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Ca/»vcizJp  "t&e  —  04-1  -l-v*  '  ‘  '  1 


i  t>4f 


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jickni:  tft-c  ptuyn  O-^ 
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|ianiij  0"|>"t$i-c  p&oond  rma-u  imxuy’iy^o^cCfe.  «V. 

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<vt-?  Jp  tao 

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Cfirnism^"  Cajwneo 


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rncvjnC  Jiantlj  oj5  ^urjat ^iarC\  to  o»>  uJ|r<m 

tfioui  nmaAj  *&c  (>vexia«j»cuv»_|  -^o*J~fcR?  JvvedtiOi_ 
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. Mm<WoiIood 

matt 


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pn/UM-Cc^e©  \uu*eJk< j  c 
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pa/ifc.  iicud-  im  "t$f  o-|>  P^ttary,  _ 

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\voj iturnto  WjimcLo  o^^uiajUs  ~k?u>  c£.ouLj  cumdi 

■^xusdt  aJb-owe  v&ntM'esvt — . . 

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Hi  mu'U’rluuir  Kfrmt  #iv  (tfirmji  anu,WiitttfeJ>. 


0  r  a  n  g  e. 

New  Jersey,  "‘U.S.A. 

Dear  Sir, 

We  beg  to  acknowledge  receipt  of  your  letter  of  the  24th 
June,  and  of  copy  of  your  letter  to  Mr.  Dick  of  May  15th,  and  we 
offer  our  apologies  for  not  earlier  acknowledging  the  latter. 

We  regarded  the  paragraph  in  our  Prospectus  to  which 

you  call  attention,  as  a  statement  of  an  arrangement  aotually  made 
?rm£— 

.475 with  you,  and  it  did  occur  to  us  that  it  needed  confirmation. 

We> have  however  now  much  pleasure  in  giving  that  con¬ 
firmation,  and  in  assenting  to  your  request  that  your  private  Inspeo- 
'  tor  may  inspect  any  or  all  the  works  during  construction. 

■  Mr.  Simkin  will  observe  the  procedure  indicated  in  your 
letter  to  Mr.  Dick  of  May  15th. 


HARRY  F.  MILLER  FILE 
1903 


AGREEMENTS 


Thomas  A.  Edison  Jr. 


Thomas  A.  Edison 


Dated  January  7th,  1903, 


HOWARD  W.  HAYES, 
COUNSELLOR  AT  LAW 
765  BROAD  STREET, 


|  In  consideration  of  the  sum  of  Twenty  five  dollars 

I  per  week  to  he  paid  to  me  hy  Thomas  A.  Edison  for  the 
j!  term  of  one  year  from  the  date  hereof,  I  promise  and  agree 
to  and  with  the  said  Thomas  A.  Edison,  his  executors  and 
administrators,  for  his  and  their  benefit  and  the  benefit 
of  the  various  corporations  in  which  he  or  they  now  are, 
or  hereafter  may  become  interested,  to  devote  immediately 
every  effort  in  my  power  to  procure  the  cancellation  of 
all  contracts  heretofore  made  by  me  granting  to  any  person 
or  persons,  corporation  or  corporations  the  right  to  use 
my  name  or  any  part  thereof  in  connection  with  any  business, 
commercial  exteriorise  or  otherwise,  and  that  hereafter 
I  will  not,  directly  or  indirectly,  grant  to  any  person  or 
persons,  corporation  or  corporations  the  right  to  use  my 
name  or  any  part  thereof  in  connection  with  any  business, 
commercial  enterprise  or  otherwise. 

IN  WITNESS*  WHEREOF  I  have  hereto  set  my  hand  and  seal 
|  this  eighth  day  of  January  nineteen  hundred  and  three. 


Signed,  sealed  and 
delivered  in  the 
presence  of 


Iricrrru 


S_^  £ 


A 


State  of  Hew  Jersey, 
County  of  Essex. 


ss 

Cloyd  M.  Chapman  of  full  age  being  duly  sworn 
on  his  oath  says:  i  am  28  years  of  age,  educated  at  OornelDj 
University  as  a  raechanioal  engineer  and  have  been  in  the 
employ  of  Mr ,  Thomas  A.  Edison  for  about  four  years  as  a 
mechanical .engineer .  X  had  charge  of  the  erection  and 
construction  of  the  brick  oven  to  be  used  as  an  experimental 
work  for  baking  iron  ore  briquettes  at  the  Edison  Lab or a- 

tory,  West  Orange,  N.j.  This  oven  is  about  100*  long,  6' 

A  xi- 

high,  and  about  4~VR-'  wide.  In  our  experiments  it  was 
found  necessary  to  rebuild. 50’  of  this  100'  oven  which 
portion  was  being  rebuilt  of  red  brick  with  9"  fire  brick 
lining,  making  a  thickness  of  wall  about  18*.  This  new 
portion  being  rebuilt  was  about  completed  anrj  William  Fin¬ 
lays  on,  the  boss  mason  in  charge  of  the  work  with  the  as¬ 
sistance  of  JOhn  Huai!  undertook  to  take  flout  the  centers 
which  consisted  of  a  wooden  arch  for  the  support  of  the 
brick  arch  during  its  construction.  This  wooden  arch  should 
not  have  been  taken  out  until  after  the  buckstays  had  been 
put  in  to  support  the  sides  of  the  oven  and  in  the  course 
of  conversation  and  .instructions  to  MT.  Finlayson  on  several 

flu.  ov  -tUA.  ' 

occasions  previous  t6  theAaccident,  I  told  him  that  the  cen* 
ters  were  not  to  be  removed  until  the  backstays  were  in 
place.  With  this  he  agreed  and  (Said  that  the  centers 
could  be  removed  with  safety  as  soon  as  the  buckstays  were 
in  place.  There  was  no  conversation  about  him  removing 
the  centers  as  it  was  not  his  place  to  do.it  even  though  the| 

buckstays  were  in,  the  removing  of  these  -  ent  ir ft  ‘Xn*' |  ir  ~vn' 
-ty  A 

jiioved-fry  me  at  such  times  as  I  directed.  I  was  there  on 

the  day  of  the  accident  but  not^ there  Just .when  the  acci¬ 
dent  occurred.  During  the  morning  of  th^eoidcTrtr Iw^told 
rae  in  substance  that  he  would  be  t hr ough^as  soon  as  he  had 
finished  plastering  the  top  of  the  oven  and  laying  a  few  fir|e 


brick  in  the  lining  of  the  old  nortion  of  the  oyen.  In  a 
S-'tLcujs  x4us 

conversation  with  him  on  th£  25th  inst.^I  askerl  him  why 
he  removed  the  centers  before  the  buckstays  were  in  place 
uulfiie  replied  that  he  removed  the  centers  from  one  end  of 
the  arch  in  order  to  finish  a  portion  of  the  wall  and 
finding  the  arch  apparently  strong,  he  concluded  it  would 
— hs— perfectly. ..safe  to  remove  all  of  the  centers  and  pro¬ 
ceeded  to  remove  them  for  the  purpose  of  pointing  up  the 
interior  of  the  oven.  He  also  stated  that  he  understood 
that  I  did  not  intend  to  remove  these  centers  before  the 
buckstays  were  in  place.  He  also  stated  he  was  willing  to 
rebuild  the  damaged  portion  of  the  wall  and  roof  without 
charge  for,  his  labor  as  it  was  no  one's  fault  and  that  be 

K&U.  Urpr-h. 

had  frequently  don'e  -Mf  in  this  same  way  and  never  had  one 
fall  in  on  him  before  and  accounts  for  this  falling  in 
because  of  the  jarring  to  the  oven  caused  by  workmen  chipping 
holes  in  the  foundati6ns'to  receive  the  buckstays. 

I  have  read  the  above  over  carefully  and  canndt 
add  further  to  it. 


Subscribed  and  : 
Sworn  to  this>'?  ; 
March,  1903. 


In  the  Matter  of  Accident  at  the  Brick  Oven 

at  the  Edison  laboratory.  West  Orange,  N.J.  on  the  20th  day 
of  March,  1903. 


State  of  Mew  Jersey,  : 

:  ss 

County  of  Essex,  : 

Robert  A.  Bachman,  of  full  age,  being  duly  sworn 
on  his  oath  says.:  I  am  by  trade  a  machinist  and  by  occu¬ 
pation  a  Master  imchanic  at  the  Edison  Laboratory.  I  am 
31  years  of  age  and  have  had  about  15  years  experience 
as  a  machinist  and  in  the  supervision  of  men.  Because 
of  my  pdBition,  I  had  a  general  supervision  or  overseeing 
of  all  mechanical  work  going  on  about  and  in  the  said 
laboratory.  In  the  course  of  my  work  I  went  to  the  oven 
above  mentioned  once  or  twice  each  day.  On  March  20th, 

1903,  about  two  o'clock  in  the  afternoon,  my  attention 
was  called  to  an  excitement  down  the  yard*,  in  which  direc¬ 
tion  I  went  at  once  and  found  that  the  arch  and  sides  of 
mentioned  oven  had  fallen  in,  striking  a  man  named  John 
Douall,  about  62  years  of  age  and  a  mason  by  trade,  but  at 
this  time  employed  as  a  mason's  laborer,  and  a  man  named 
James  Mtjlvihill  about  35  years  of  age,  by  occupation  a 
laborer.  I  at  once  examined  the  above  John  Douall  and 
found  him  to  have  a  few,  slights  cuts  about  the  forehead 
and  abroken  nose.  He  tried  to  stand  up  but  fell  bock 
in  a  sitting  position,  I  then  instructed  my  men  to  pick 
him  up  and  carry-hM  into  the  machine  shop  but  the  ambulance 
arrived  when  we  got  to  the  blacksmith  shop,  a  distance 
of  about  200  feet*  He  then  insisted  on  standing  on  his 
feet,  so  the  men  let  him  down  but  he  did  not  care  to  go 
into  the  ambulance.,  but  walked  to  the  ambulance  assisted 
by  two  men,  a  distance  of  about  15  feet.  He  was  placed 
into  the  ambulance  and  made,  no  more  complaint.  He  was  then 
taken  to  Memorial  Hospital;  ray  attention  was  then  called  to 
Jaipa^  Mulvihill,  whom  by  this  time  they  had  carried  into 
the  engine  room.  I  found  by  exaraing  him/  the  only  ooraplairt 


he  made,  that,  he  had  received  a  bruised  foot  which  was 
quite  swollen  but  X  reduced  this  considerably  with  hot 
water.  X  then  wrapped  up  his  foot  and  sent  two  men 
to  his  house  to  notify  his  wife  and  helped  to  carry  him 
in.  X  then  took  him  in  a  carriage  (automobile)  to  his 
home  and  telephoned  for  hr .  tic  flee  who  arrived  and  made  him 
comfortable.  I  then  went  to  Mr/  Pouall's  family  and  in- 
-f-ormod— th*ra--Of- -the -  accident  and  told  them  I  would  bring 
him  home  as  soon  as  his  wound  was  dressed  at  the  hospital. 

I  then  called  up  the  hospital  by  telephone  from  the  Labora¬ 
tory  and  learned  that  he  had  a  broken  nose  and  a  broken 
log,  somewhere  near  the  ankle.  So  I  went  to  the  Pouall 
family,  the  second  time  between  five  and  six  o'clock  in 
the  afternoon  and  informed  them  that  Mr.  Pouall 'would  be 
detained  at  the  hospital  a  few  days.  Theiy  then  told  me 
that  they  had  called  up  the  hospital  by  phone  and  had 
found  out  about  it.  Mr s.  Pouall  then  said  they  were  poor 

and  that  j8*.  Pouall  had  a  Tine  iiupbaed  upon  him  for  $50.00 
by  the  union  as  a  mason.  He  was  then  unable  to  pay  it 
and  was  forced  to  work  as  a  laborer  and  now  that  this 
happened  she  could  not  see  her  way  clear,  so  I  told  her  we 
would  keep  Mr.  Pouall  on  the  pay  roll  and  as  soon  as  he 
was  able  to  be  about,  I  would  employ  him  as  a  mason  ajr 
the  laboratory  and  Phonograph  Works,  which  arrangements  I 
had  made  with  Mr.  Weber  just  two  days  before  the  accident 
occurred..  She  then  thanked  me  very  much  for  ray  kindness 
and  I  left  the  house.' 

The  following  day,  Hist  of  March,  1905  X  went 
on  inquiry  as  to  Jfulvihill's  condition.  He  wrote  me  a 
note  in  which  he  s  tated  that  the  doctor  had  e  xarained  his 
foot,  and  found  that  there  were  no  bones  broken*  but  that 
the  bone  io  badly  bruised  and  the  t issues.  I  gave  the  note 
to  Mr.  Elliott.  The  doctor  further  stated  that  it  would  te 
several  days  before  he  could  3tand  on  it*,  and' he  was  coming 
to  see  him  again  on  Monday  and  that  he  was  suffering  great 
pain.  The  following  is  a  true  and  correct  statement 


of  the  above  mentioned  note. 

Copy  of  Mulvihill'B  Note, 

"Mr.  Bookman  the  Br  was  here  and  says  there  is  no 
bones  broken  bat  the  bone  is  badly  Bruised  and  the  Tissues 
he  says  it  will  be  several  days  before  I  oan  stand  on  it 
he  is  coming  Monday  again.  I  am  suffering  great  pain. 

.Tames  Mulvihill 

To  Mr  Bookman" 

The  above  ndte  ls~ without  date  but  was  handed  to 
me  by  the  son  of  the  above  mentioned  MUlvihill.  He  said 
his  father  sent  it  to  me.  He  said  this  in  the  presence  of 
one  Patrick  Brady  Whom  1  had  sent  to  inquire  about  his 
condition.  This  was  March  Hist,  1903. 

Immediately  after  attending  to  the  injured  after 
the  accident,  I  went  back  to  the  said  kjLin  or  oven  and  askel 
the  boss  mason-,  ''rm,F,Finlaysdh  who  ordered  him  to  take  out 
the  wooden  arch  supports  before  the  backstays  had  been  put 
in  plabe  and  properly  adjusted;  he  then  said  it  was  per¬ 
fectly  safe  to  do  so.  I  then  asked  him  whether  he 
thought  it  looked  that  way  by  looking  over  the  fallen  in 
kiln  or  oven.  He  replied  that  he  was  engaged  in  this 
kind  of  work  fOr  a  number  of  years  and  he  knew  his  business. 
After  these  remarks,  I  told  him  to  gather  up  his  tools 
and  leave  the  place,  which  he  did.  X  then  laid  off  all 
the  laborers  employed  on  this  job. 

X  called  on  Sunday  morning,  March  22nd  at  the 
Memorial  Hospital,  hut  was  not  admitted.  I  was  told  the 
rules  of  the-  hospital  would  not  permit  more  than  two  visitors 
in  one  day.  I  then  called  the  second  time,  Friday  March 
27th  in  the  afternoon  and  was  admitted ' this  time.  Mr. 

Douall  was  very  glad  to  see  me  and  apparently  doing  very 
well  as  he  was  sitting  up  in  bed. 

The  work  upon  which  the  above  mentioned  men  were 
employed,  was  the  construction  and  building  of  an  oven 
built  of  firo  brick  lining  with  red  brick  on  the  Outside 

laid  in  fire  clay  and  Portland  Cement  mortar  about  50  feet 
3. 


[NOT  SELECTED:  SIMILAR  AGREEMENTS  BETWEEN  THOMAS  A. 
EDISON,  JR.,  AND  THE  FOLLOWING  COMPANIES:  BATES 
MANUFACTURING  CO.;  EDISON  MANUFACTURING  CO.;  EDISON 
PORTLAND  CEMENT  CO.;  EDISON  STORAGE  BATTERY  CO  •  EDISON 

DRF  Mil  I  IMr:  CVKini^ATr  imi  ' 


Vwv~iisn~<AAAri\j^/ 


A  G  R  R  T!  M  T1  N  T, 


CHARLES  S’.  STILWRLL 
AND 

THOMAS  A.  EEI SON 


DATED 


Thia  agreement  made  thia  day  of 

1903,  between  Charles  S’.  Stllwell  of  the  Cily 
of  Newark,  In  the  County  of  Essex  and  Stateof  New  jersey 
of  the  first  part'j'.an'4"Tli'omas  A.  Edison  of  ilhe  Township  of 
West  Orange  in  said  counter  and  State,'  of  the  second  part; 

WITNESSES:  That'  the  first  party,  in  consider¬ 
ation  of  the  sum' of  one  thousand  dollars  to  him  in  hand  duly 
paid  hythe  second' party,"  and  other  valuable  consider atL  ons, 
hereby  covenants  and  agrees  to  and  with  the  second  party 
that  he,  the  first  party,  hereafter  will  not  yso  the  name 
ThomaB  A.  Edison  Jr;,  or  any  part  thereof,  in  any  business 
enterprise;  that  may  in  ary  way  compete'  with  any  business 
in  which  .the  second  party  is  directly  or  indirectly  inter¬ 
ested,  •  whether  individually  or  as  a  stickholder  of  a  corpor¬ 
ation  or 'otherwise,'  in  any  part  of  ike  world:  and  will' not 
directly  or  indirectly  aithorize  any  such  use  of  said  name 
or  any  part  thereof  by  any  person  firm  or  corporation  in  any 
part  of  the  world,  and  vdll  no*  directly  or  indirectly  use, 
or  authorize  the  use  of,  said  name  or  any  part  thereof  in 
any  part,  of  the  world,  in  any  way  that*  may'  directly  or 
indirectly  affeot  the- business  or  professional  reputation 
of  the  second  party;  and  hereby  releases  and  oancels  all 
exi sting  o.ontr act s  under  iwhi ch.  he  is  entitled  to.  or  Claims 
to  be  entitled  to,  any  such  rights. 

And  the  first  party  hereby  further  covenants 
that  he  will  hereafter  use  his  best  endeavor  to  procure 
the  oan  collation  of  any  agreements  heretofore  made  by  him 
giving  or  attempting  to  give,  any  right  to  the  use  of 
said  name,  or  any  part  thereof,  in  connection  with  any  bus¬ 
iness  enterprise,  and  will,  at  the  request  of -the  second 
party,  assist  the  second  party,  and  all  perforations  in 


which  the  second  party  now  is  or  hereafter  may  he,  pecuniar¬ 
ily  interested,  in  any  litigation  that  may  arise  on  account 
of  the  use  of  said  name  or  of  any  part  thereof,  hy  ar*y  per¬ 
son,  firm  or  corporation  claiming  a  right  to  use  the  same 
hy  reason  of  any  such  contraot  or  contracts. 

And  the  first  party  hereby  further  oovenants 
that  he  will  not  hereafter  become  directly  or  indirectly 
interested  in  a^y  business  enterprise  in. any  part  of  the 
world  that  is  similar  to  or  competes  with  any  business  in  ■ 
which  the  second  party  now  is,  or  hereafter  may  be,  pecun¬ 
iarily  interested,  or  which  is  or  may  be  based  on  any  in¬ 


vention  or  inventions  of  the  second  party,  in  the  United 
States  or  any  other  part- of  the  world. 

This  oontr act  is,  however,  not  to  be  construed 
as  prohibiting  the  first  party  from  continuing  certai  n  lit- 
igati.  on  now  on  hand  between  him  and  the  Shelby  Electric  Com¬ 
pany  of  Shelby,  Ohio,  to  be  brought  to  recover  certain 
royalties  olairaed  to  be  due  on  a  contraot  in  regard  to  in¬ 
candescent  lamps;  nor  as  prohibiting  the  first  party  from 


continuing  his  present  business  as  salesman  of  electrical 
supplies  lawfully  manufactured  by  concerns  ndw  in  existanoe. 
The  second  party  on  hiB  part  hereby  oovenants 
and  agrees  to  and  with  the  first  party  that,  so  long  as  the 


first  party  observes  and  keeps  the  said  oovenants  and  agree¬ 
ments  and  eaoh  of  them,  he,  the  second  party  during  his  life 

time,  will  pajf  to  the  first  party  the  further  sum  of  twenty 

UW  C/o)  % 

five  dollars  eaoh  and  every  week  for  the  term  of  fifteen  i 
years  from  date,  said  payments  to  be  mailed  to  the  first 


party  at  the  post  offici 


at  Newark,  New  Jersey, 


It  is  further  agreed  that  the  second  party,  shall 
at  all  timsB  have  the  right  to  restrain  by  injunction  any 


breaoh  or  'broaches  of  this  agreement  by  the  first  party. 

In  witness  whereof  the  said  parties  have  hereto 
set  their  hands  and  seals  in  duplicate  the  day  and  year 
first  above  written. 

Signed,  sealed  and  delivered  3^- 

in  the  presence  of  : 


S 


1 


li 


AGREEMENT 

Between 

THOMAS  A.  EDISON 

CLOYD  M.  CHAPMAN. 


Dated  July  11,  A.  D.  1903. 


! 


AGREEMENT  . 


THIS 

Made  this  day  of  July,  nine¬ 

teen  hundred  and  three,  hy  and  between  THOMAS  A.  EDISON, 
of  West  Orange,  New  Jersey,  U.  S.  A.,  of  the  first  part; 
and  CLOYD  M.  CHAPMAN,  of  the  same  place,  of  the  second  part; 
WITNESSETH: 


W  h  e  r  e  a  s  ,  the  said  Edison  is  the  inventor 
of  a  process  and  apparatus  for  obtaining  the  gold  fron 
auriferous  gravel  deposits,  and  has  recently  constructed  a 
unit  of  the  apparatus  required  for  the  operation  of  Said 
process,  and  has,  on  the  ninth  instant,  made  an  agreement 
with  Leo  Salmond  and  others  to  test  certain  deposits  in 
Australia  and  Nov/  Zealand  with  a  view  to  installing  the  pro¬ 
cess  upon  a  large  scale,  (a  copy  of  which  agreement  is  here¬ 
unto  affixed);  and 

Whereas  ,  the  remote  location  of  the  depos¬ 
its  requires  that  said  Edison  carry  out  his  portion  of  the 
said  agreement  through  a  representative;  and 

Whereas  ,  the  said  Chapmdn  has  for  the  past 
four  and  one-half  years  been  connected  with  the  development 
of  the  said  invention,  and  has  had  charge,  under  the  direc¬ 
tion  of  said  Edison,  of  the  experiments  connected  there¬ 
with,  and  has  designed  and  constructed  the  said  unit  of 
apparatus  required  for  the  carrying  on  of  the  said  process, 
and  has  had  experience  in  the  operation  of  the  said  process 
apparatus: 

NOW,  THEREFORE,  IT  IS  HEREBY' AGREED  by  and  be¬ 
tween  the  parties  hereto  as  follows: 

1.  That  the  Baid  Chapman  shall  take  charge  of  the 
engineering  operations  set  forth  in  the  appended  agreement 
(1) 


under  the  direction.;  of  said  Edison;  that  he  shall  to  the 
heat  of  hio  ability  and  with  due  diligence  pursue  the  opera¬ 
tions  outlined  by  said  Edison,  and  shall  be  ever  watohful 
of  the  interests  of  the  said  Edison  in  the  matter  in  hand. 

2.  That  the  said  Edison  shall  pay  to  the  said  Chap¬ 
man  out  of  his  income,  royalty  or  profits  under  the  said 
appended  agreement,  or  any  future  agreement  which  may  be 
substituted  therefor,  one-tenth  part  of  the  gross  amount 

or  value  of  said  income,  royalty  or  profits,  so  long  aB  the 
said  Chapman  shall  satisfactorily  discharge  his  duties  in 
connection  with  the  above  mentioned  operations.  Said  one- 
tenth  portion  of  royalty  shall  be  paid  to  said  Chapman 
within  thirty  days  after  its  receipt  by  said  Edison. 

3.  It  is  further  agreed  by  and  between  the  parties 
hereto,  that  the  said  Chapman  may  enter  into  agreements 
with  and  receive  emoluments,  fees  and  salaries  from  outside 
parties,  provided  they  are  not  detrimental  to  the  interests 
of  the  said  Edison. 


IN  WITNESS  WHERROE  the  parties  hereto  have  here¬ 
unto  set  their  hands  and  seals  the  day  and  year  first  above 
written. 

Signed,  sealed  and  delivered 
. in  the  presence  of 


tfsl  CX-CeAij o^ryi— — 


FROM  THE  LABORATORY 
of 

THOMAS  A.  EDISON, 

ORANGE,  N.  J. ,  August  4th,  1905. 

Mr.  Howard  Soandell, 

Iona  Island,  New  York. 

Dear  Slrs- 

When  Mr.  S’.  R.  Upton  saw  you  he  stated  that  there 
would  he  some  delay  in  sending  you  an  agreement,  as  Judge 
Elliott,  who  was  to  draw  the  agreement,  is  away.  Rather  than 
delay  longer,  I  have  decided  to  write  you  and  request  that 
you  signify  your  acoeptanoe  of  the  proposal  made  in  this 
letter,  which  will  he  considered  an  agreement  between  ub. 

I  am  the  owner  of  about  195  acre a  situated  in  the 
Town  of  Stony  Point,  Rockland  County,  New  York  State.  With 
this  I  send  a  description  of  the  property,  taken  from  the 
deeds.  You-  have  offered  to  pay  One  dollar  (#1.00)  per  cord 
for  wood  cut  from  this  land  and  ask  that  you  he  granted  five 
years  in  which  to  cut  the  wood.  I  agree  to  the  proposition 
with  the  following  conditionss- 

When  the  wood  is  out  you  must  cut  it  clean.  While 
the  wood  is  ranked' near  where  it  is  cut,  before  moving  it, 
you  are  to  notify  Mr.  Woolcock  of  Cold  Spring,  or  such  party 
that  I  may  designate,  and  he  will  measure  up  the  wood.  It 
Is  understood  that  you  will  not  call  upon  Mr.  Voolcock  or 
such  other  party  as  I  may  designate,  more  than  three  times 
in  a  year  to  measure  up  the  wpod.  You  are  to  make  payments 
.before  the  wood  is  shipped,  when  the  wood  is  on  the  dock.  In 
case  I  sell  the  property  before  theexpiration  of  the  five 


years,  your  right  to  out  wood  is  to  oease,  hut  you  are  given 
the  right  to  haul  out  for  sale  any  wood  which  you  may  have  cut 
when  the  land  is  sold. 


I  have  given  no  rights  to  cut  wood  to  any  party 
except  to  Mr.  Herbert,  and  as  part  of  the  consideration  for 
my  arrangement  with  you,  you  are  to  watch  my  interests  on  th^ 
property  to  see  that  the  wood  is  not  cut  by  others  and  to  us<js 
reasonable  diligence^that  the  property  is  protected  from  firj, 


I  inform  you  that  Mrs  Ban-ie-1— H* ibert ^te^~baon-g4ve«- 1 he  righi 
to  cut  hoop  poles  off  the  property ,_h*s  right  t<?  run  witl 

Kindly  write  your  acceptance  of  the  above. 

Yours  very  truly, 


1  hereby  accept  the  proposition  contained  in  the 
foregoing  letter. 

Hated  September  10th,  1903. 

* 


HARRY  F.  MILLER  FILE 
1905 


NiswAnif,  . Jan.  11. 1905. ... 

Thos.  A. Edison,  Esq., 

Orange,  N.J. 

Dear  Sir:- 

I  enclose  herewith  an  assignment  and  copy,  from  Thos  .  A 
Edison  Jr.  to  Beatrice  Y/illard  of  the  income  arising  out  of  two  con¬ 
tracts  amounting  to  about  $40.  a  week.  Mrs.  Willard  is  Mr.  Edison^ 
nurse  and  is  still  with  him,  and  I  represent  her  in  this  matter. 

I  wish,  therefore,  that  you  would  have  future  checks  made  out  to 
Beatrice  Yfillard,  assignee,  and  sent  to  her. 


Yours  very  truly, 


[ENCLOSURE] 


[ENCLOSURE] 


IWi^ 

tyvUj  Aftoh- 


^  '3 


LeSUvia. 


sl  wm,.. 
uv\3ak8/ok 


't&.oJ''-  ^-i\a/rVh?uJ&  d.ou>|  -  CLfWM.cj'wi.Jl.  Vyu^ 

Jjul  tSkjL  e^mSxcwJ'- .  k&iXHAxy-  l^u.  ^ 


Idtijfa' i. ■%£»*' T>^  1 1  6T>  -tT  vrv^  w|l  -  £ 


ijoKulcj  ~IW-  Q^ 

eJvicie>Q_,  _  fJi«4JL  oi^ .  H*  (| 

Um  b\<W_  cA  -"  Mu  ibaJwA^ 

*  Kux^  4^Y  U4U  .■  Aliu 
\^.^,‘  •  ■ 


T~r  x. 


A<?;q; 


**  TKe  Edison  Portland  Cement  (5. 

CsVwmabCX  Ud Won- 

Telegraph,  Freight  and  Passenger  Station,  NEW  VILLAGE,  N.  J. 
»■  Agreement.  P.  O.  Address,  STEWARTSVILLE,  N.  J. 

Deo.  18,  1905. 

Mr.  J.  P.  Randolph,  .  .. 

Edison  Laboratory, 

Orange,  N.  S . 

Dear  Sir:  — 


I  beg  to  hand  you  herewith,  agreement  with  The 
pranlcLin  Zino  Company,  enclosed  with  your  lettef  Of  the  l&bh 
inst. 

Yours  very  truly, 


ESB-PH 


ENCLOSURE. 


V.  P. 


[ENCLOSURE] 


AN  AGREEMENT  made  this  it,*  day  of  Eebniary, 
nineteen  hundred  and  one,  between  the  FRANKLIN  ZINC 
COMPANY,  a  corporation  organized  under  the  laws  of  the 
State  iff  New  Jersey,  of  the  first  part,  and  THOMAS  A. 
EDISON,  of  the.  Township-  of  West  Orange,  in  the  County  of 
Essex  and  State  of  New  Jersey,  of  the  second  part. 

WHEREAS  the  party  of  the  first  part  is  the  owner 
of  the  Mineral  rightB  on  certain  land  and  has  an  option  tol 
purchase ' same which  is  located  in  IiardyBton  township, 
Sussex  County ,N.J.  and  is  known  as  the  Kimball  and 
Homestead  parms,  owned  by  C.  and  D.  D.  Munson,  which  said 
land  is  believed  to  contain  deposits  of  metallic  ore,  in¬ 
cluding  pplo.ore ,  and  is  desirous  that  the  party  of  second] 
part  sha^l  ikake  a  magnetic  survey  of  said  land  in  order  to 
ascertain;  the  location  of  said  deposits  of  zinc  ore. 


/ 


NOW  THEREFORE,  this  agreement  witnesses: 


/.  ■  FIRST :  That  the  party  of  the  second  part  is 

at  his  own. expense  forthwith  to  cause  a  magnetic  survey  of 
saiq  land  to  be  made  and  a  map  thereof  drawn,  and  deliverel 
to-  the  party  of  the  first  part,  setting  out  the  deposits  o’ 
zinc  ore,  ;i\f  Spy,  so  far  as  they  can  be  ascertained  by 
such- a  survey, .and  shall  to  the  best  of  his  ability  in¬ 
dicate  the  pjLace  proper  or  places  at  which  one  or  more 
experimental '.test'  holes,  to  be.  made  by  diamond  drills, 
Bhould  be  dtjiiied^to-gether^.  with  the  direction  in  which 
and  the  de^jih  to' which,  the  said  holes  should  be  bored. 

The  instr'unj^nt  •  or  instruments  for  making  this  magnetio 
survey  are 'jto.be  manufactured  by  the  party  of  the  second 
part  at  his.l  ovm' expense ,  but  the  amount  to  be  paid  to  the 
skilled  operator  or  operators,  employed -to  make  suoh 
survey,  f or-: canaries  and  expenses,  are  to  be  borne  by  the 
party  of  the!  first  part,  said  amount  not  to  exoeed, 


[ENCLOSURE] 


however,  in  the  aggregate,  the  sum  of  one  hundred  and 
fifty  dollars}  any  amount  to  he  paid  for  said  salaries 
and  expenses  in  exoess  of  said  sum  of  one  hundred  and  fifty) 
dollars,  are  to  he  home  by  the  party  of  the  seoond  part. 

SECOND:  That  if,  upon  the  oompletion  of  suoh  sur¬ 
vey,  it  shall  seem  advisable  in  the  Judgment  of  both  the 
parties  hereto  to  drill  one  or  more  experimental  test 
holes  at  the  plaoe  or  places  and  in  the  directions,  and 
to  the  depths  as  indicated,  as  aforesaid  by  the  party  of 
the  second  part}  the  said  hole  or  holeB  are  to  be  drilled 
at  the  expense  of  the  party  of  the  first  part,  but  under 
the  direction  and  supervision  of  the  party  of  the  seoond 
part,  as  to  the  direction  ond  looation  only. 

THIKD:  That  if  the  drilling  of  said  hole  or  holes 
shall  result  in  finding  a  deposit  of  zino  oro  in  the  larrl 
of  the  party  of  the  first  part,  which  deposit  oan  in  the 
opinion  of  experts,  be  worked  commercially  at  a  profit; 
then  the  party  of  the  first  part  is  forthwith  to  pay  to 
the  party  of  the  seoond  part,  the  sum  of  seventy-five 
thousand  dollars  by  transferring  to  him  seventy-five 
hundred  full  paid  non-assessable  shares  of  the  capital 
stock,  of  the  party  of  the  first  part,  of  the  par  value 
of  ten  dollars  each,  in  full  payment  for  the  said  services 
of  the  said  party  of  the  seoond  part. 

IN  V7ITNE8S  WitfilKtSOF  the  said  party  of  the  first  par 
has  hereto  set  its  corporate  seal  and  oaused  thesepresent  i 
to  be  signed  by  its  president,  and  the  party  of  the  second 
part  has  hereto  set  his  hand  and  seal,  in, duplicate  the 
day  and  year  first  above  wril 


Signed, Sealed  and] 
delivered  in  the 
presence  of 


HARRY  F.  MILLER  FILE 


1906 


Mrs.  E.  B.  Plummer, 
Llewellyn  Park, 

West  Orange,  IT.  J. 
Lear  Madam: 


I.  beg  to  advise  you  that  on  April  25,  1906  1  intend  to  pay 
off  the  Mortgage  for  $4500.00,  held  hy  Mary  G.  Dart  and  yourself 
in  favor  of  Mr.  Thomas  A.  Edison  Jr. 

Will  you  kindly  advise  me  at  what  time  and  place  I  oan 
meet  you  or  your  attorney  on  April  25,  1906,  to  make  payment  and  ob¬ 
tain  the  original  mortgage  and  assignment  with  the  satisfaction 
thereof  endorsed  thereon,  and  greatly  oblige, 

Yours  truly, 

f/YllW  rt  O  Q.  t2(l  O0) 

s 


'luutuiU  %  eJ  g&cenv* 1^. 


£V3  c 7VU. 


/ 


MIA  2.  9 

At- A  9  3  '■ 

-S~  —  JLA  .  .Jjjh 


2 ,94f<3~ 
/ 

/J 


&*/':  ~ 


ARTICLES  OF  AGREEMENT  made  this  of  February,  1908, 

between  Thomas  A. Edison  of  Llewellyn  Parle,  Essex  County,  New  Jersey,  of 
the  first  part;  and  Charles  H.Lewis  (for  himself  and  as  the  surviving 
assignee  of  William  McMahon  of  Rahway,  Union  County,  New  Jersey)  and 
Francis  W. Jacobs,  both  of  Boston,  Massachusetts,  of  the  second  part,' 

WITNE  33ETH: 

WHEREAS,  by  an  agreement  between  the  said  Edison,  Lewis,  Jacobs  and 
McMahon,  dated  September  2nd,  1879,  and  recorded  in  the  United  States 
Patent  Office,  February  18th,  18%,  Liber  U-3R,  page  483,  the  said  Edison 
granted  a  personal  license  to  said  Lewis,  Jacobs  and  McMahon,  to  man¬ 
ufacture  and  sell  a  certain  new  medicinal  preparation  called  "Polyform" 
for  which  an  application  for  Letters  Patent  was  filed  September  8t.h,  1879, 
but  was  later  abandoned,  the  consideration  for  the  said  license  being 
Five  Thousand  Dollars  ($8,000.)  in  cash,  and  "five  per  cent  of  the  net 
profits  arising  from  the  manufacture,  sale  or  disposal  in  any  manner  of 
the  said  Polyf nrm'1 ,  and  . 

WHEREAS  efforts  were  made  by. the  said  Lewis,  Jacobs  and  McMahon 
(trading  under  the  name  and  style  of  the  Menlo  Park  Manufacturing  Company) 
to  manufacture  and  sell  the  said  Polyform,  for  which  purpose  a  trade-mark 
was  adopted,  employing  the  name  and  portrait  of  said  Edison  and  the  said 
preparation  was  marketed  under  the  name  of  Edison  Polyform;  but  the  business  I 
in  question  proved  unprofitable  and  was  abandoned  in  or  about  the  year  1880, 
and 


WHEREAS  an  attempt  was  made  to  revive-  the  business  of  the  Menlo  Park 
Manufacturing  Company  by  organising  a.  corporation  under  the  laws  of  t.he 
State  of  Maine,  called  the  Edison  Polyform  Company,  to  which  the  said 
Lewis,  Jacobs  and  McMahon  undertook  to  assign  the  said  personal  license 


granted  them  by  the  Raid  Edison  by 
day  of  l.a  rch  18&7;  and  recorded  in 


Instrument  in  writing  made 
United  States  Patent  Of  hie 


the  30t,h 


currently  with  the  agreement  first  above  referred  to.  Immediately  after 
the  attempt  was  made  to  again  market  the  said  Edison  Polyform,  the  said 
Edison  Polyform  Company  was  advised  by  said  Edison  that  he  objected  to 
the  use  of  his  name  and  protrait.  for  advertising  purposes,  and  said  ad- 
vertisments  were  thereupon  discontinued,  and  no  further  efforts  were  made 
by  the  Edison  Polyform  Company  to  manufacture  or  sell,  or  otherwise  dispose 
of  the  said  medicinal  preparation,  and 

WHEREAS  a  New  Jersey  corporation,  nailed  the  Edison  Polyform  & 
Manufacturing  Company,  now  threatens  to  market  and  sell  Edison  Polyform 
on  an  extensive  scale,  and  t.o  use  the  name  and  protrait  of  said  Edison 
in  connection  therewith,  against  the  express  desire  and  protest  of  said 
Edison.  Said  Edison  has  brought,  suit  in  the  Court  of  Chancery  of  New 
Jersey  against  the  said  Edison  Polyform  &  Manufacturing  Company,  and 
sought  an  injunction  to  prevent,  the  said  company  from  using  the  name  "EdisonV 
in  its  corporate  title  or  in  connection  with  its  business,  or'  in  any 
advertisements  circulated  or  published  by  it;  and  said  Edison  Polyforra 
&  Manufacturing  Company  has  alleged  in  defense  of  said  suit  that  it  is 
the  assignee  of  the  business  good-will  and  trade-marks  of  and  in  connection 
with  thesaid  Edison  Polyform  by  reas  n  of  an  assignment,  from  the  said  Edison 
Polyform  Company,  and 

WHEREAS  said  Jacobs  and  Lewis,  parties  of  t.he  second  part.,  have 
represented  t.o  said  Edison  that,  they  will  re-assign  t.o  said  Edison  their 
entire  right,  title  and  interest,  in  and  to  t.he  said  license  granted  t.o 
them  aa  aforesaid,  and  can  obtain  and  procure  satisfactory  proof  that,  t.he 
alleged  title  of  h  t.he  Edison  Polyform  k  Manufacturing  Company  is  fraudulent 
and  void,  and  is  based  upon  the  surreptitious  appropriation  of  t.he  books 
and  papers  of  t.he  Edison  Polyform  Company  by  one  Wilbur  L. Beaty,  who 
appears  as  one  of  t.he  incorporators  of  said  Edison  Polyform  k  Manufacturing 


Company,  ami  the  principal  stockholder  thereof;  and 

WHEREAS  the  said  Edison  desires  to  secure  the  services  and  co-operation 
of  said  Lewis  and  Jacobs  in  the  prosexntion  of  his  said  suit.’  against,  the 
Edison  Poly  form  &  Manufacturing  Company,  to  which  end  he  stands  ready  t.o 
reimburse  the  said  Lewis  and  Jacobs  to  the  full  amount,  of  the  original 
investment,  in  the  Edison  Polyform,  't.o  wit:  the  sum  of  Five  Thousand 
Dollars,  ($5,000. )  conditioned,  however,  upon  their  surrendering  t.o  said 
Edison  t.he  entire  title  t,o  the  Edison  Polyform,  and  the  trade-mark  rights 
appertaining  t.o  the  same. 

NOW,  THEREFORE,  for  and  in  consideration  of  t.he  sum  of  one  dollar 
paid  by  each  of  the  parties  hereto  to  the  other  party,  receipt  of  which 
is  hereby  acknowledged  and  of  t.he  mutual  covenants  hereinafter  expressed, 
the  parties  hare  agreed  as  follows; - 

(1)  The  said  Lewis  and  Jftoobs,each  for  himself  and  the  said  Lewis 
as  the  surviving  assignee  of  the  said  McMahon,  hereby  covenant,  and  agree 
to  assist,  t,he  said  Edison  in  every  reasonable  way  in  the  prosecution  of 
said  suit, to  make  a  diligent  search  for  and  deliver  to  said  Edison  all 
papers  and  other  documents  relating  t.o  t.he  issues  there  involved,  which 
they  may  have  in  their  possession  or  may  be  abke  to  obtain,  and  to  make 
reasonable  efforts  to  obtain  from  said  Beat.y,  the  books  and  papers  of  the 
Edison  Polyforra  Company  of  Maine,  surreptitiously  acquired  by  him  as  afore¬ 
said. 

(2)  The  said  Lewis  and  Jacobs  individually,  and  the  said  Lewis  as 

the  surviving  assignee  of  said  McMahon,  hereby  agree  to  assign,  sell, release 
transfer  anu  convey,  and  by  these  presents  have  assigned,  sold  released, 
transferred  and  conveyed  unto  t.he  said  Edison,  his  heirs  and  assigns, 
their  entire  right,  title  nr  cl  interest  in  and  to  said  medicinal  preparation 


called  MPolvform"  together  with  all  trade-mark  rights  appertaining  to 
the  same. 

(3)  JLt  is  .finally  decided  in  said  suit  that  the  said  Edison 
Polyform  Corcp/»n y  of  Maine  acquired  any  rights  under  or  to  said  invention, 
or  under  or  %  O'  any  trade-marks  or  t.rade-hames  in  connection  therewith, 
then  and  ip  t/mt  event  the  said  ’Jacobs  and  Lewis  individually,  and  the 
said  Lewig  BJI  tlie  surviving  assignee  of  said  McMahon  also  covenant,  and 
agree  with  B„jLd  Edison  to  endeavor  to  obtain  as  soon  as  possible  after 

said  finnj,  rf.eeJ.sion,  an  assignment  to  said  Edison  from  said  Edison  Polyform 
Company,  0f  „3.1  of  its'  rights  in  and  to  the  Edison  Polyforra  and  in  and 
to  any  trad^fnarke  appertaining  to  the  same. 

(4)  staid  Edison  hereby  and  by  these  presents  agrees  to  pay  to 
the  saidhBWj#»  and  .Tacobs,  the  sum  of  Two  Thousand  Dollars  ($2,000.  ) 

in  cash,  npor,  the  execution. of  this  agreement,  said  sura  being  in  partial 
reirabursehfj,^,  p.s  herein  contemplated’,  of  the  amount  originally  paid  to 
him  by  sai(l  Jacobs,  Lewis  and  McMahon.  It  is, however,  mutually  understood 
and  agreed  hw  and  between  the  parties  hereto  that  the  remaining  sum  of 
ThreeThous^rf  Dollars  ($3,000.)  shall  be  due  and  payable  by  said  Edison 
to  said  Lewis  and  .lanobs,  their  personal  representatives  and  assigns  when, 
and  only  ip  a  final  decree  is  entered  in  favor  of  said  Edison, 

enjoining  ^  said  Edison  Polyform  &  Manufacturing  Company  from  using 
the  name  i^i^on11  in  its  corporate  title,  and  in  connection  with  its  busines 
and  in  any  ^wer-tisements  circulated  or  published  by  it.’  AM.  J2EQ2MM, 
in  additiop  f  jier*eto  (in  case  the  Court  holds  that  the  Edison '  Polyform 
Company  of  y„J.ne  obtained  a  valid  assignment  of  said  Edison  Polyform)  that 
the  said  fi  and  .lacobs  shall  procure  and  deliver  a  re-assignment,  from 
the  Edison  p0J.y$o no  Company  of  Maine  to  said  Edison,  as  provided  in  para¬ 
graph  3  hepB0/,  of  any  rights  in  and  to  Edison  Polyform  and  trade-marks 


-fl¬ 


apper  i.  Rining  t.o  the  same;  and  also  r>rovlrtertTii.  be  finally  decided  in  said 
suit  that  no  lawful  and  valid  transfer  of  such  rights  was  made  from  said 
Edison  Polyform  Company  of  Maine  to  the  Edison  Polyform  &  Manufacturing 
Company  of  New  Jersey;  and  said  Edison  undertakes  to  prosecute  said  suit 
to  a  final  decree. 


IN  WITNESS  WHEREOF  the  parties  hereto  have  executed  this  agreement 


Witness  the  sig¬ 
nature  of  Charles 
H. Lewis. 

Qy  Zs.&auuo*'^ 


Witness  the  sig¬ 
nature  of  Francis 
W.  JaooTis. 


In  Witness  Whereof,  the  said  INSURANCE  COMPANY  OP  NORTH  AMERICA,  of  PHILADELPHIA,  PA., 


has  -caused-  this  -policy  to  bo  signed  by '' the  President  and  attested  by  its- 


e  In  the  CITY  OP  PHILADELPHIA,  PENN’A.  This  policy  shall  not  be  valid  until  countersigned  by  the  duly  authorized  Agent  (or.  Agents j  of  the  Con 


HARRY  F.  MILLER  FILE 


1907 


ASSIGNMENT  AND  RELEASE 


ASSIGNMENT  and  RELEASE 
made  by 

WILLIAM  H.  SHELMERDINE 
to 

THOMAS  A.  EDISON 


v 


made  by 

WILLIAM  H.  SHELMERDINE  to  THOMAS  A.  EDISON. 

WHEREAS  THOMAS  A.  EDISON  of  Llewellyn  Park,  Hew 
Jersey,  by  an  agreement  dated  on  the  29th  day  of  March, 

1899  (  a  copy  of  which  agreement  is  annexed  hereto  as 
Schedule  A')  assigned  to  WILLIAM  H.  SHELMERDINE  of  Phila¬ 
delphia,  Pennsylvania,  and  William  S.  Pilling  and  Theron  1 
I.  Crane  a  one-quarter  interest  in  certain  inventions  of 
said  Thomas  A.  Edison,  and  in  patents  secured  and  to  be 
secured  for  the  same,  and 

WHEREAS  the  said  William  S.  Pilling  and  Theron  I. 
Crane  did  assign  and  transfer  to  said  Shelmerdine  their 
respective  shares  in  the  said  one-quarter  Interest  whereby 
said  Shelmerdine  became  the  sole  owner  of  the  entire  one- 
quarter  interest  aforesaid,  and 

WHEREAS  by  an  agreement  dated  the  1st  day  of  May, 
1903,  by  and  between  said  Shelmerdine  and  the  said  Edison, 
the  said  Shelmerdine  did  assign  and  transfer  to  said  Edison, 
his  heirB,  executors,  administrators  and  assigns,  for  and 
in  consideration  of  the  sum  of  nine  thousand,  six  hundred 
and  ninety-one  dollars  and  fifty -five  cents  (  #9,691.55) 
an  undivided  one-tenth  part  or  share  in  said  one-quarter 
interest  in  said  inventions  and  patents  and  in  and  to  said 
agreement  of  March  29th,  1899,  the  said  agreement  of  May 
1st,  1903  being  signed  and  sealed  by  William  S.  Pilling 
and  Theron  I.  Crane,  in  token  of  their  assent  to  the  same, 
and 


by  an  agreement  dated  the  26th  day  of 
October,  1905,  by  and  between  said  Shelmerdine  and  the 


said  Edison,  the  said  Shelmerdine  did  agree  to  sell  to 
said  Edison,  at  any  time  within  four  years  from  the  date 
thereof,  and  said  Edison  did  agree  to  purchase  from  said 
Shelmerdine  at  any  time  within  four  years  from  the  date 
thereof,  for  the  sum  of  eighty-seven  thousand,  two  hundred 
and  twenty-three  dollars  and  ninety-seven  cents($87,223.97) 
with  interest  at  four  per  cent  per  annum,  from  May  1,  1903, 
the  entire  right,  title  and  interest  owned  hy  said 
Shelmerdine  in  said  agreement  of  March  29th,  1899, and  in 
and  to  the  inventions,  patents  and  applications  therein 
referred  to;  being  the  entire  right,  title  and  interest 
originally  assigned  to  said  Shelmerdine,  Pilling  and  Crane, 
by  the  said  agreement,  dated  March  29th,  1899, less  a  one- 
tenth  interest  therein  re-assigned  by  said  Shelmerdine  to 
said  Edison  by  said  Agreement  of  May  1,  1903,  and 

WHEREAS  by  the  said  agreement  of  October  26,  1905, 
said  Shelmerdine  did  agree,  on  receipt  of  the  sum  of 
eighty-seven  thousand,  two  hundred  and  twenty-three  dollars 
and  ninety-seven  cents  ($87,223.97)  with  interest  at  four 
per  cent  per  annum  from  May  1,  1903  from  said  Edison,  to 
execute  and  deliver  to  said  Edison  an  assignment  and  re¬ 
lease  (  assented  to  by  said  Pilling  and  Crane  )  assigning 
and  transferring  to  said  Edison  the  entire  right,  title  and 
interest  in  and  to  the  said  agreement  of  March  29th,  1899, 
and  in  and  to  the  inventions .patents  and  applications 
therein  recited,  as  originally  conveyed  to  said  Shelmerdine 
Pilling  and  Crane,  except  as  said  interests  may  have  been 
reduced  by  the  said  agreement  of  May  1,  1903. 

HOW  THEREFORE,  X,  William  H.  Shelmerdine, for  and  in 
consideration  of  the  sum  of  one  dollar,  to  me  in  hand  paid 


2. 


by  Thomas  A.  Edison,  and  of  other  good  and  valuable  con¬ 
siderations,  the  receipt  whereof  is  hereby  acknowledged, 
have  assigned  and  transferred  and  by  these  presents  do 
assign  and  transfer  to  said  Edison,  his  heirs,  executors, 
administrators  and  assigns,  my  entire  right,  title  and 
interest  in  and  to  the  said  agreement  of  March  29th,  1899, 
and  the  inventions,  patents  and  applications  therein  re¬ 
ferred  to;  being  the  entire  right,  title  and  interest 
originally  assigned  by  said  Edison  to  said  shelmerdine, 
Pilling  and  grane  by  the  said  agreement  of  Mar ch  29th, 

1899,  less  a  one-tenth  interest  therein,  reassigned  by  the 
said  Shelmerdine  to  the  said  Edison  by  the  said  agreement 
of  May  1,  1903,  and 

I,  William  H.  Shelmerdine,  for  and  in  consideration 
of  the  sum  of  one  dollar,  to  me  in  hand  paid  by  the  said 
Edison,  and  of  other  good  and  valuable  considerations  , 
the  receipt  whereof  is  hereby  acknowledged,  for  myself, 
my  heirs,  executors,  administrators  and  assigns,  have 
released,  remised  and  forever  discharged  and  do  releasB, 
remise  and  forever  discharge  the  said  Edison,  his  heirs, 
executors,  administrators  and  assigns  of  and  from  all 
manner  of  action,  causes  of  action,  suits,  debts,  contracts 
and  claims  whatsoever  in  la w  or  in  equity  which  I  now  have 
or  I,  my  heirs,  executors,  administrators  and  assigns, 
hereafter  can,  shall  or  may  have,,  for,  upon,  or  in  any 
manner  connected  with,  or  growing  out  of  the  said  agreement 
of  March  29th,  1899, (a  copy  whereof  is  annexed  hereto  and 
marked  Schedule  A1),  and  the  inventions,  patents  and  appli¬ 
cations  referred  to  therein,  from  the  beginning  of  the 
world  to  the  day  of.  the  date  of  these  presents. 

3. 


We,  William  S.  filling  and  Theron  I.  Crane,  being 
the  parties  of  the  same  names  v/lio  are  referred  to  in  an 
agreement  dated  March  29th,  1899  (  a  copy  of  which  agreemenl 
is  hereto  annexed  and  marked  Schedule  A')  have  consented 
and  do  consent  to  the  foregoing  assignment  and  release 
made  by  William  H.  Shelmerdine  to  Thomas  A.  Edison. 

IH  TESTIMONY  WHEREOF  vie  have  hereunto  set  our 
handa  and  affixed  our  seals  at 
this  2 J4A  day  of^^r/t/  1907. 


In  presence  of: 


Schedule  A'. 

AGREEMENT  made  this  twenty  ninth  (29)  day  of 
March  A.D.,  between  THOMAS  A.  EDISON,  of  Orange,  New  Jersey] 
party  of  the  first  part;  and  WILLIAM  H.  SHELMERDINE , 
WILLIAM  S.  FILLING) ,  and  THERON  I.  CRANE,  all  of  Philadel¬ 
phia,  Pennsylvania,  parties  of  the  second  part. 

WHEREAS ,  the  party  of  the  first  part  is  now  ex¬ 
perimenting  on  certain  inventions,  novel  devices,  and  im¬ 
provements  classified  as  follows; 

A.  Improvements  in  a  process  for  grinding  and 
screening  coal,  end  applying  coal  dust  for  fuel  for  steam 
boilers,  and  in  metallurgical  processes. 

.  B.  A  process  for  crushing,  sizing  and  concen¬ 
trating  of  coal  to  eliminate  the  impurities  therein  con¬ 
tained. 

C.  Improvements  in  the  re-heating  of  Compressed 
Air,  and  ilg  application  to  power  vehicles,  and  other  appli¬ 
cations  of  Compressed  Air. 

AMD  WHEREAS,  the  party  of  the  first  part  is  will¬ 
ing  to  sell,  and  the  .parties  of  the  second  part  desire  to 
buy  various  interests  in  the  above  named  inventions  in 
the  proportion  and  on  the  terms  hereinafter  mentioned; 

NOW  THIS  AGREEMENT  WITNESSETH; 

1.  That  the  party  of  the  first  part  for  and  in 
consideration  of  the  covenants  hereinafter  made  as  to  pay¬ 
ments  by  the  parties  of  the  second  part,  and  the  sum  of  One 
Dollar  to  him  in  hand  well  and  truly  paid,  the  receipt 
whereof  is  hereby  acknowledged,  doth  hereby  covenant  and 
agree  to  sell  to  the  parties  of  the  sedond  part, and  to  con- 

1. 


vey,  assign,  and  transfer  "by  proper  deeds  of  assignment 
interests  as  follows: 

IN  CLASS  A,  12  \/zfo  to  William  H.  Shelmerdine , 
his  executors,  administrators  and  assigns: 

6  l/4 fo  to  William  S.  Pilling,  his  executors  , 
administrators  and  assigns; 

6  l/4^  to  Theron  I.  Crane,  his  executors,  admin¬ 
istrators  and  assigns. 

Said  interests  so  oonveyed  to  constitute  and 
cover  one-quarter  of  all  the  right,  title  and  interest  of 
the  said  Thomas  A.  Edison  in  Letters  Patent  of  the  United 
States  which  may  he  obtained  on  the  process  for  crushing 
and  screening  coal  to  dust  and  burning  the  same,  of  which 
the  said  Thomas  A.  Edison  will  be  the  sole  owner,  and  a 
license  covering  the  use  for  this  purpose  (  use  for  cement 
by  the  Edison  Portland  Cement  Company,  or  its  assigns 
alone  being  excepted)  under  application  for  Letters  Patent 
filed  March  17,  1899,  Serial  No.  709447,  covering  process¬ 
es  and  apparatus  for  screening  and  sizing  fine  material; 
and  also  one-quarter  interest  of  the  said  Thomas  A. 

Edison  divided  among  the  parties  of  the  second  part  in 
the  proportions  hereinbefore  stated  in  any  foreign  pa¬ 
tents  which  the  said  Thomas  A.  Edison  may  take  on  the  pro¬ 
cess  for  crushing  and  screening  coal  to  dust  and  burning 
the  same,  of  which  the  said  Thomas  A.  Edison  is  or  will  be 
the  sole  owner . 

IN  CLASS  B,  12  x/zfo  to  William  H.  Shelmerdine, 
his  executors,  administrators  and  assigns; 

6  l/4^  to  William  S.  Pilling,  his  executors,  ad¬ 
ministrators  and  assigns; 

6  l/4^  to  Theron  I.  Crane,  his  executors,  admin¬ 
istrators  and  assigns. 

Said  interest  so  conveyed  to  constitute  and  cover 


2. 


one-quarter  of  all  the  right,  title  and  interest  of  the 
said  Thomas  A.  Edison  in  Letters  Patent  of  the  United 
States  which  may  he  obtained  on  the  process  of  crushing, 
screening  and  benefication  of  coal  by  elimination  of  im¬ 
purities,  of  which  the  said  Thomas  A.  Edison  will  be  the 
sole  owner,  and  a  license  for  the  above  purpose  under  ap¬ 
plication  for  Letters  Patent  filed  March  17,  1899, Serial 
No.  709447  as  aforesaid;  and  also  a  one-quarter  interest 
of  the  said  Thomas  A.  Edison  divided  among  the  parties  of 
the  second  part  in  the  proportions  hereinbefore  stated  in 
any  foreign  patents  which  the  said  Thomas  A.  Edison  may 
take  on  the  processes  for  crushing,  sizing  and  concentratin ; 
of  coal  to  eliminate  the  impurities  therein  contained,  of 
which  the  said  Thomas  A.  Edison  is  or  will  be  the  sole 
owner . 

IN  CLASS  0,  12  l/2^  to  William  H.  Shelmerdine, 
his  executors,  administrators  and  assigns: 

6  l/4 %  to  William  S.  Pilling,  his  executors,  ad¬ 
ministrators  and  assigns: 

6  l/4$  to  Theron  I.  Crane,  his  executors,  ad¬ 
ministrators  and  assigns. 

Said  interest  so  conveyed  to  constitute  and  cover 
one-quarter  of  all  the  right,  title  and  interest  of  the 
said  Thomas  A.  Edison  in  the  improvements  in  the  re-heat- 
ing  of  Compressed  Air  ijt  the  United  States  and  foreign 
countries  for  which  application  for  Letters  Patent  in  the 
United  States  was  filed  February  27,  1899,  Serial  No. 

706976,  covering  method  of  and  apparatus  for  re-heating 
Compressed  Air  for  industrial  purposes,  and  applications 
for  patents  made  in  the  following  foreign  countries: 

Great  Britain,  Prance,  Germany,  Hungary,  Sweden,  Denmark, 
Spain,  Victoria,  New  SouthWales,  Canada, Austria,  Russia, 

3. 


Belgium  and  Italy,  of  which  the  said  Thomas  A.  Edison  is 
sol&  ov/ner  in  all  the  countries  enumerated,  but  it  is  dis¬ 
tinctly  understood  that  an  agreement  has  been  made  in  re¬ 
spect  to  the  United  States  and  English  patents  for  the 
reheater  by  which  a  transfer  of  the  rights  under  such  ap¬ 
plication  in  the  United  States  and  England  only  is  to  be 
made  to  a  company  to  be  known  as  the  Edison-Saunders  Com¬ 
pressed  Air  Company  (  a  copy  of  the  said  agreement  is  here¬ 
to  annexed),  and  it  is  further  understood  that  one-quarter 
of  the  stock  received  by  the  said  Thomas  A.  Edison  under 
such  agreement  will  belong  to  the  parties  of  the  second 
part  in  the  proportions  hereinbefore  named,  and  be  trans¬ 
ferred  to  the  parties  of  the  seond  part  by  the  said 
Thomas  A.  Edison 

2.  And  the  said  party  of  the  first  part  further 
agrees  that  he  will  from  time  to  time  as  additional  Letters 
Patent,  either  foreign  or  domestic  are  granted  upon  the 
various  applications  already  pending,  as  well  as  in  all 
applications  hereafter  to  be  made  covering  all  improvements  , 
modifications,  designs,  devices,  appliances  and  apparatus 
relating  to  said  inventions,  their  uses  and  practical  appl: - 
cations  and  utilizations,  sign,  execute  and  deliver  proper 
deeds  of  assignment  to  the  said  parties  of  the  second 
part,  their  executors,  administrators  and  assigns  for  in¬ 
terests  therein,  and  in  the  proportions  above  stated  in 
said  Classes  A.  B.  &  C.  respectively;  and  further  that  thu 
said  Thomas  A.  Edison  will  sign  all  necessary  transfers  or 
powers  flf  attorney  to  transfer  certificates  of  stock  in 
the  Edison-Saunders  Compressed  Air  Company,  or  all  other 
necessary  papers  to  vest  in  said  parties  of  the  second 
part,  complete  and  perfect  title  to  the  interests  so  sold, 
as  well  as  in  all  improvements  made  or  to  be  made  by  him 

4- 


arising  from  the  expenditure  of  the  additional  sum  of 
money  not  exceeding  Fifteen  thousand  dollars  (  $15,000.  ) 
hereinafter  mentioned. 

3.  And  the  parties  of  the  second  part,  for  and  in 
consideration  of  the  forgoing  covenants,  agree  to  pay  to 
the  party  of  the  first  part  as  purchase  money  for  the 
foregoing  interests  in  said  inventions  described  in  Class¬ 
es  A.  B.  C.  as  well  as  in  the  stock  of  the  Edis on-Saunders 
Compressed  Air  Company,  the  sum  of  Seventy-five  thousand 
Dollars  (  $75,000.  )  in  the  following  manner: 

Twenty-five  thousand  dollars  ($25,000.)  upon  the 
execution  and  delivery  of  this  agreement; 

Twenty -five  thousand  dollars  ($25,000.)  at  the 
expiration  of  one  month  thereafter;  and, 

Twenty-five  thousand  dollars  ($35,000.)  at  the 
expiration  of  two  months  thereafter. 

4.  And  the  parties  of  the  second  part  hereby  furth-? 
er  covenant  and  agree  that  they  will  furnish  as  called  for 
by  the  party  of  the  first  part,  from  time  to  time,  sums 
additional  to  the  said  sum  of  Seventy-five  thousand  dol¬ 
lars  ($75,000.)  not  exceeding  the  total  of  Fifteen  thous¬ 
and  dollars  ($15,000.)  for  expenditures  to  be  made  by  the 
party  of  the  first  part  in  experimenting,  and  in  making, 
and  in  equipping  and  perfecting  appliances,  devices  and 
apparatus  in  proportion  of  fee  said  inventions.  Thereafter 
if  further  experiments  are  necessary,  the  expenses  (  the 
amount  of  which  shall  be  mutually  agreed  upon)  shall  be 
borne  by  each  party  in  proportion  to  their  interests;  and 
should  the  parties  hereto  fail  to  reach  an  agreement  as 

to  amount,  then  the  party  of  the  first  part  shall  have  the 
right  to  continue  the  experiments  at  his  own  expense,  and 


5. 


after  stating  the  amount  thereof  is  give  to  the  parties  of 
the  second  part  the  option  of  contributing  proportional¬ 
ly  thereto,  and  on  the  refusal  of  the  parties  of  the 
second  part  to  so  contribute,  then  the  results  which  can 
fairly  be  attributed  to  the  sole  expenditures  of  the 
party  of  the  first  part  shall  be  his  sole  property,  with¬ 
out  right  of  the  parties  of  the  second  part  to  share 
therein. 

5.  It  is  understood  that  the  sales  of  interests  in 
Classes  A  and  B  are  of  a  total  of  a  one-quarter  of  the 
present  interest  of  the  said  Thomas  A.  Edison  in  the  said 
inventions  and  devices,  subject  to  whatever  sales  and  con¬ 
tracts  he  had  already  made  abroad. 

6.  This  agreement  to  be  binding  on  the  heirs,  exe¬ 
cutors  and  administrators  of  the  parties. 

IE  WITHESS  WHEREOF  the  parties  hereto  have 
hereunto  set  their  hands  and  seals  this  29th  day  of  March, 
A.D.,  1899. 


Witnesses : 

W.  S.  Mallory 

Thomas  A.  Edison 

(Seal) 

James  M.  Gregg 

W.  H.  Shelmerdine 

(Seal) 

Geo.  C.  Hagner 

Wm.  S.  Pilling 

(Seal) 

Louis  B.  Ashbrooh 

Theron  I.  Crane 

(Seal) 

-v 


Francis  W.  Jacobs 


Thomas  A.  Edison 


Dated^^e^^t/e^  8 -0,  (  ^ 07, 


TO  AXJi  TO  WHOM  THESE  PRESENTS  SHALL  COKE  OR  MAY 
CONCERN,  GREETING: 

WHEREAS  by  an  agreement  made  the  twenty-first  day'  of 
February,  Nineteen  Hundred  and  Six,  between  Thomas  A.  Edison 
of  Llewellyn1  Park,  Essex  County,  New  Jersey,  of  the  first 
part  and  Charles  H.  Lewis  (for- himself ,  and  as  the  surviving 
assignee  of  William  KcMahom  of  Rahway,  Union  County,  New  Jer¬ 
sey)  and  Francis  W.  Jacobs  of  Boston,  Massachusetts,  of  the 
second  part,  the  said  Edisoni  agreed  to  pay  to  the  said  Lewis 
and  Jacobs  the  sum  of  Five  Thousand  Dollars,  Two  Thousand 
Dollars  of  which  was  paid  im  cash  on  the  execution  of  the 
said  agreement  and  the  remaining  sum  of  Three-  Thousand  Delia -s 
to  be  paid  in  consideration  of  certain)  undertakings  and  ser¬ 
vices  to  be  performed  by  the  said  Lewis  and  Jacobs  in  said 
agreement  specifically  set  forth,  im  connection  with  the 
prosecution  of  the  suit  of  the  said  Edison  in  the  Ne.w  Jersey 
Court  of  Chancery  against:  the  Edisom  Polyform  and  Manufactur¬ 
ing  Company. 

AND  WHEREAS  the  said  suit  of  the  said  Edisom  against 
the  said  Edison  Polyform  and  Manufacturing  Company  has  beeni 
prosecuted  to  a  successful  conclusion  by  the  said  Edison  and 
the  final  decree  has  been  entered  in  favor  of  said  Edison, 
enjoining  the  said  Edison  Polyform  and  Manufacturing  Company 
from  using  the  name  Edison;  in  its  corporate  title  and  in 
connection  with  its  business  and  i'n  any  advertisement,  cir¬ 
culated  or  published  by  it  , 

AND  WHEREAS  the  said  Edisoni  has  paid  to  the,  said 
Lewis^an'd  Jacobs  the  sums  of  money  in  said  agreement  of 
February  twenty-first,  Nineteen  Hundred  and  Six,  mentioned 
and  set  forth  in  accordance  with  the  terms  thereof. 


A 


T 


NOW  THEKEEOKE  know  ye  that  I,  Erancis  W.  Jacobs, 
of  the  City  of  Boston,  Massachusetts,  for  and.  in  considera¬ 
tion  of  the  sum  of  One  Dollar-,  lawful  money  of  the  United 
States  of  America  and  other  valuable  considerations,  to  me 
in  hand  paid  by  Thomas  A.  Edison  of  Llewellyn  Park,  Essex 
County,  New  Jersey,  have  remised,  released  and  forever  dis¬ 
charged  and  by  these  presents  do  for  nyself,  ny  heirs,  execul- 
tors  and  administrators,  remise,  release  and  forever  discharge 
the  said  Thomas  A.  Edison,  his  heirs,  executors  and  adminis¬ 
trators,  of  and  from  all  and  all  manner  of  action  and  actions 
cause  and  causes  of  action,  suits,  debts,  dues,  sums  of 
money,  accounts,  reckonings,  bonds,  bills,  specialties,  cov-| 
enants,  contracts,  controversies,  agreements,  promises,  variL 
anees,  trespasses,  damages,  judgments,  executions,  claims 
and  demands  whatsoever,  in  law  or  in  equity,  which  against 
the  said  Thomas  A.  Edison,  I  ever  had,  now  have  or  which  I, 
ry  heirs,  executors  or  administrators,  hereafter  can,  shall, 
or  may  have,  for,  upon'  or  iy  reason  of  any  matter,  cause  or 
thing  whatsoever,  from  the  beginning  of  the  world  to  the 
day  of  the  date  of  these  Presents,  and  in  particular  for, 
upon  or  by  reason  of  any  matter,  cause  or  thing  whatsoever, 
arising  from  or  by  virtue  of  the  said  agreement  made  the 
twenty-first  day  of  Eebruary,  Nineteen  Hundred  and  Six,  be-  | 
tween  the  said  Thomas  A.  Edison  of  the  first  part,  and  the 
said  Charles  H.  Lewis  and  Erancis  W.  Jacobs,  of  the  second 
part,  which  said  agreement  by  these  presents  is  hereby  can-  | 
celled  and  made  void. 

IN  WITNESS  WHBKEOE ,  I,  Erancis  W.  Jacobs,  by  Henry 
H.  Abbott,  of  the  firm  of  Breed,  Abbott  &  Morgan ,  of  New 
York  City,  ny  duly  authorized  attorney,  have  hereunto  set 


ray  hand  and  seal,  the  ft  day  0f  September,  in 

the  year  of  Our  Lord  One  Thousand  Nine  Hundred  and  Seven. 
Signed  Sealed  and  Delivered  ) 
in  the  presence  of  ) 


/rtf 


Lieu  Jfc 

H&Wf- 


State  of  Hew  York  ) 

jss: 

County  of  Hew  York  ) 

BE  IT  REMEMBERED,  That  on  this  day 

of  September,  in  the  year  of  Our  Lord  One  Thousand  Hine 
Hundred  and  Seven,  before  me,  the  subscriber,  personally, 
appeared  Henry  H.  Abbott,  of  the  firm  of  Breed,  Abbott  & 
Morgan,  who  being  by  me  duly  sworn  on  his  oath,  did  depose 
and  say  that  he  is  the  duly,  authorized  Attorney  of  Francis 
W.  Jacobs  in  the  within  Deed  of  Release  mentioned,  for  the 
execution  of  the  said  Deed  of  Release  on  behalf  of  the  said 
Francis  W.  Jacobs  and  he  did  thereupon  acknowledge  that  he 
signed,  sealed  and  delivered  the  same  as  his  voluntary  act 
and  deed  and  as  the  voluntary  act  and  deed  of  the  said  Franc: 


Sworn 
this 
September,  1907. 


->  .  A* 

<X.  C  — • 


Hew  York,  August  5th,  1907, 

j(  I,  FRANCIS  VV.  JACOBS,  hereby  authorize  and 

I  empower  HENRY  H.  ABBOTT  or  the  firm  of  BREED,  ABBOTT  & 
MORGAN  to  collect  for  me  my  one-half  interest  in  the  pro¬ 
ceeds  to  be  paid  by  Thomas  A.  Edison  for  the  release  of  my 
interest  in  Edison  Polyform,  and  to  give  a  good  and  valid 
receipt  therefor  on  my  behalf. 


HARRY  F.  MILLER  FILE 
1908 


AN  AGREEMENT,  made  this  4fih  day  of  May,  1908,  by 
and  between  Thomas  A.  Edison,  (hereinafter  called  the  "ven¬ 
dor"),  of  the  first  part,  and  The  North  Jersey  Paint  Company, 
a  corporation  organized  under  the  lairs  of  the  State  of  New 
Jersey,  (hereinafter  called  the  "company"),  of  the  second 
part. 

WHEREAS,  the  vendor  is  the  owner  of  the  property 
and  rights  hereinafter  described;  and 

WHEREAS  the  board  of  directors  of  the  company  have 
ascertained,  adjudged;  and  declared  that  the  said  property  and 
rights  are  of  the  fair  value  of  eight  thousand  dollars 
($8000.),  afad  that  the  asqulsition  thereof  is  necessary  for 
the  business  of  the  company  and  to  carry  out  its  contemplated 
objects : 

NOW,  THEREFORE}  this  agreement  witnesseth: 

X,  That  the  vendor  has  sold,  assigned,  transferred 
and  set  over,  and  does  hereby  sell,  assign,  transfer  and 
set  over  unto  the  company.  Its  successors  and  assigns,  all 
his  right,  title  and  interest  in  and  to  the  following  de¬ 
scribed  property,  to  wit: 

The  pending  applications  for  patents  and  trade  marks 
covering  methods  for  making  water-proof  paints,  numbered  as 
follows : 

Waterproofing  Paints  for  Portland  Cement  Buildings,  filed 
F#b.  6,  1908,  Serial  No.  414,675 
Waterproofing  Fibres  and  Fabrics,  filed  June  1,  1908,  Serial 
No.  436,104 

Waterproofing  Paint  for  Portland  Cement  Structures,  filed 
June  1,  1908,  Serial  No.  436,  105 
00.  The  epmpany  hereby  agrees,  in  consideration 


of  the  said  Bale  and  upon  the  delivery  of  said  property  to 
it,  to  issue  to  the  vendor  as  hereinafter  provided,  and  to 
such  nominees  as  the  vendor  shall  in  writing  hereafter  di¬ 
rect,  at  such  times  and  in  such  amounts  as  they  shall  re¬ 
spectively  direct,  certificates  of  stock  of  the  company 
to. the  aggregate  amount  of  eighty  shares,  and  said  shares 
shall  be  deemed:  to  be  and  are  hereby  declared  to  be  full- 
paid  shares  and  not  liable  to  any  further  call  and  the  hold¬ 
ers  of  such  stock  shall  not  be  liable  to  any  further  pay¬ 
ment  thereon. 

I Vi.  The  delivery  of  the  certificate  for  said 
shares  to  the  vendor  fend  his  receipt  for  the  same  shall  be  a 
full  discharge, of  each  of  the  parties  hereto  to  the  extent 
thereof. 

Mill,  Said  stock  shall  be  Issued  as  follows: 

To  the  vendor  eighty  shares 

V.  The  vendor  hereby  covenants  and  agrees  with  the 
company,  upon  the  request  and  at  the  cost  of  the  company, 
to  execure  and  do  all  such  further  assurances  and  things  as 
shall  be  reasonable  be  required  by  the  company  for  vesting 
in  it  the  property  and  rights  agreed  to  be  hereby  sold,  and 
giving  to  it  the  full  benefit  of  this  agreement. 

WITNESS  the  hand  and  seal  of  the  vendor  and  the 
corporate  seal  of  the  company,  attested  by  the  signatures 
of  its  officers  thereunto  duly  authorised,  the  day  and  year 

Thomas  A.  Edison 
The  North  Jersey  Faint  Company, 
President. 


first  above  written. 
In  presence  of  *- 


ATTEST:  W.  H.  Has on 
Secretary 


E.C.  M  I  LL  E  R  &  CO. 


V  I] 


Mr.  Then.  A.  Kdieon, 
Orange, 


My  Boat  Ur.  Edioonj- 


...  ■ 


t/W/A'vx  £*•*“> 

Uiny  thank*  for  your  kin*  fatfprtff  yootarday. 


-any  tunas  for  your  kin*  fatfpr  df  yoatordoy.  I  greatly  ap-  J 
proqiato  your  Iclcdneas  if  you  krill  ^oV^^ktowaa  SoOn^a  yv^.hdax  fxo%  tbs-  ^ 

Storage  Bat t ary  tondB,  40  l  ^birfle  I  oan  arrange  for  $15,000  of  than.  Wt)  d*^ 
live  red  Ur.  Mallory  to-day  too  uapaid  ooupojia  <?n  on*  tondo.  and  or  will  bo  glad^^^ 
to  avail  myself  of  your  kindnaso  an*  efttotgo  with  you  tor  the  $10,000  pa  ^no^ioth 
fpk  retmttip  on  too  bools  you  propoae,  tobatituting  too  now  otook  roooived  in 
of  tto  ayorduo  coupon#. 


E.C.MILLER  &  CO. 


0> 


PHILADEU-nin  uuuo  9uruo« 

”■*  i  t-fc,  <? 

•+T 

It  It  *9  WJVB  conronion*  tea  youl  ^4  ifr^ngo  to  uao  the  $10,000  whioli  ,‘l 
you  as*  good  enough  to  arrtjjg*  IBs  on  the  30  th  of  JftMo  Inatoad'ot"  tile  10th. 

WUl.5r6tL  alftb  kindly  lot  mo  know  uhon  you  expaot  th»_3yoiago'Batt0xy 
bond  nan  to  return  In  order  ttot^»a-cim-tlnarouTnoaoa rnlng  the  $15,000  bonds. 


Ur.  fhoa.  A.  Ediooh, 

Stmftgrillo, 

t* 

UJr  Osar  Hr.  Edloon:- 


ft 


TW- 


:e*~i 

c  z-t-J&tr  Lf  6 
U±  >,  jeJ>- — Ss*CT 


Lfr^js.  *>"U“V 

((U  eCT  St>  ^3^2,  / 


TKe  Edison  Portland  Cement  Co. 


Telegraph,  Freight  and  Passi 


P.  o.  address.  STEWARTSVILLE,  N.  J. 

July  2d,  1908. 


8ALE8  OFFIOE8: 

1.  Unlon°  Bulldl nc 

Oa.V  Nntlona|CDftnl<UBu0 


Mr*  Thomas  A«  Sdison, 

Edison's  Labr atari es,  '  Jlil  W 

Orange,  N.  J. 

Dear  Sir)  :  * 


We  are  in  receipt  of  your  favor  of  the  30th  enclos¬ 
ing  check  for  $2000.00  to  the  order  of  The  North  Jersey 
Paint  Company  in  payment  of  certificates  No.2."and  3  for 
ten  shares  each,  in  the  names  of  W.  S.  Mallory  and  W.  H. 

Mason  respectively.  Stock  not  Issued,  of  course,  remains 
as  treasury  stock  on  which  action  of  the  company  can  be 
taken  at  any  time  in  the  future. 

As  requested  we  enclose  you  herewith  copy  of  the 
agreement  made  by  Mr.  Sdison  in  which  he  transfers  his 
rights  to  The  North  Jersey  Paint  Company.  We  dbinbt  think 
it  is  necessary  for  Mr.  Mhllory  or  Mr.  Mason  to  own  any 
additional  stock,  as  certificates  No.  8  and  3  cover  the 
ground  qualifying  them  as  directors. 

Yours  very  truly. 

The  Edison  Portland  Cement  Co., 


9/29/08 . . 


Mr.  H.  E.  Miller: 

In  reference  to  the  lansden  Co.,  I  hand  you  herewith  my  letter 
of  August  31st  to  Mr.  lansden  together  with  the  Accountants' 


report  and  the  inventories,  in  order  that  you  may  confirm  my  under¬ 
standing  of  the.  proper  settlement  to  he  made.  In  the  first  place, 
Mr,  Edison  stated  yesterday  that  his  understanding  was  the  same  as 
Mr.  Lansden's,  i.e.,  that  the  statement  of  June  30th  was  merely 
an  approximate  statement  which  was  later  to  he  corrected  if  necess¬ 
ary,  and  he  also  said  that  he  would  he  willing  to  accept  as  correct 
Mr.  lansden's  revised  statement  of  August  3lst.  This  latter 
statement  shows  an  increase  in  the  excess  of  assets  over  liabil¬ 
ities  from  June  30th  to  August  3lst  of  $1988.72,  so  that  the  price 
to  he  paid  will  he  increased  to  $36,988.72.  We  have  already  paid 
D.  S.  lansden  $10,000.00  in  cash.  Under  the  agreement  we  are  to 
...... — . .  pay  him  $17  ,000.00 -in  f  our~.no.tes_of  .$4,250. 00„each,... maturing  _in_.,_ . 


three,  six,  nine  and  tv/ give  months ^y^This  leaves  a  halanceof^/ 
^$97988/?2^to  he  paid  to  John  M,  Ijmsden-Z'^Mnd  out  from  Mr.  Edison 
how  he  wishes  to  pay  this  balance- -whether  in  cash  or  by  notes. 

I  attach  hereto  my  pencil  memorandun  giving  my  understanding  of 
the  situation.  If  you  do  not  agree  with  me  in  this  calculation, 
let  me  know. 


. N  \ 


V 


Z?C 


'ftLi 


Jo*. 


A&t-VSU  -cJ  -fry  iLu  JU*z(^ju  c2&UiJ& <4- 

tnt  ~XXZlL*  (XAsuu£~a  I -'I  fcf  '  l 


HARRY  F.  MILLER  FILE 


1909 


October  8,  1909. 


Frank  L.  Dyer,  Esq., 

Legal  Department, 

Edison  Phonograph  Works, 
Orange,  IvT.  J. 


;  OCT  11 1909 
V  f»ank  l.  dyer.  J 


My  dear  Sirs- 

I  have  delayed  answering  your  late  communication  with 
reference  to  the  1440  shares  of  stock  of  the  Edison  Phonograph 
Works  until  the  conclusion  of  some  interviews  which  1  have  had 
with  persons  representing  some  of  the  bondholders.  I  now  enclose 
to  you  a  statement  of  the  exact  situation,  which  I  send  to  you 
confidentially,  so  that  you  may  have  it  to  refresh  your  mind  as 
to  the  practical  and  legal  status  of  the  stock.  While  there  is 
nothing  in  it  which  could  be  used  to  the  detriment  of  the  persons  - 
I  represent,  yet  I  hope  that  you  will  treat  it  with  confidence.  •  • 
Some  of  these  bondholders,  if  they  learned  that  I  had  been  thus 
frank  with  you,  might  meanly  believe  that  this  communication  had 
some  ulterior  purpose.  Such  persons  are  capable  of  wrongfully 
imputing  to  me  a  disregard  of  professional  obligations,  notwith¬ 
standing  that  I  do  not  act  in  any  fiduciary  or  professional 
capacity  with  reference  to  their  interests.  Your  high  standing  at 
the  Bar,  and  I  hope  mine,  should  preclude  such  a  though^'  but  you 
know  "small  men  are  capable  of  small  things",  and  so  I  urge  upon 
you  that  this  statement  be  not  used  for  any  purpose  except  f.or'  such 
discussion  as  you  may  have  with  your  client. 


f  write  this  because  1  believe  there  is  a  fair  desire 
.  part  of  Hr.  «U.„  and  a  f.lr  dosiro  upon  the  part  a 


-  2  - 

majority  of  the  bondholders  to  obtain  a  just  settlement  of  all 
this  annoying  litigation  and  prevent  for  the  future  the  institution 
of  "strike"  litigation  by  dissentient-persons,  who  may  thereby 
imagine  they  could  compel  the  payment  to  them  of  moneys  in  excess 
of  their  rightful  pro  rata  distribution.  Prom  the  papers  and 
documents  in  my  possession,  and  relating  to  the  Edison  United 
Phonograph  Company  and  the  International  Graphophone  Company,  it 
is  apparent  that  for  many  years  the  relations  between  Mr.  Moriarty 
and  some  of  the  other  men  interested  in  these  corporations  became 
those  of  distrust  and  Suspicion.  One  of  the  results  of  this 
distrust  was  to  destroy  the  value  of  these  corporations  as  market¬ 
ing  agents  for  the  products  of  the  Works  company,  as  primarily 
contemplated.  I  am  quite  frank  to  say  that  the  greater  part  of 
this  distrust  must  have  been  engendered  through  the  business 
methods  of  the  late  Stephen  E.  Moriarty.  I  presume  that  I  am 
now  the-  only  man  -  except  perhaps  Hr.  Edison  -  who  has  entire 
knowledge  of  the  history,  and  I  dare  say  that  I  am  the  only  man, 
who  knows  the  detailed  history  of  the  financial  and  legal 
operations  of  these  two  corporations. 

It  is  quite  apparent  to  me  that  but  two  plans  are  left 
for  the  settlement  of  the  ownership  of  the  Works  stock.  One  plan 
is  based  upon  the  purchase  by  Mr.  Edison  of  the  stock  at  a  price 
which  the  bondholders  will  accept,  and  which  Mr.  Edison  is  willing 
to  give.  This  purchase  will  be  accomplished  by  such  legal' 
means  as  we  may  devise  by  which  Mr.  Edison  will  obtain  a  good 
title.  The  other  plan  involves  no  purchase,  but  a  distribution 
of  the  stock  in  specie  among  those  who  are  legally  entitled 


to  it.  This  plan  can  now  he  readily  accomplished,  but  it  will 
distribute  the  stock  among  a  large  number  of  people.  Most  of 
them  will  be  very  wealthy  men  or  estates,  from  whom  it  might  be 
impossible  to  purchase  at  any  figure  which  Mr.  Edison  would  be 
willing  to  give.  A  number  of  these  might  combine  their  stock 
after  it  had  been  allotted  to  them,  £oxm  a  syndicate  and  endeavor 
to  have  an  accounting  of  what  wrongfully  or  rightfully  they 
believe  to  be  the  withheld  profits  of  the  Works  company.  If  such 
a  syndicate  is  not  formed,  there  will  certainly  be  enough  of  the 
stock  in  the  hands  of  a  few  people,  who  have  the  inclination 
and  spirit  ,  to  engage  in  constant  litigation  with  Mr.  Edison 
over  it. 

In  estimating  the  amount  of  an  offer  which  may  be  made 
for  the  stock,  I  am  aware  that  Mr.  Edison  will  (justly  believe 
that  neither  the  holders  .of  the  stock,  nor  the  stock  itself 
since  issuance  by  the  Works  company,  approximately,  ten  years 
ago,  have  contributed  by  personal  efforts  or  otherwise  to  the 
practical  and  financial  success  of  the  Works  company.  Its 
ownership  doubtless  has  been  a  constant  source  of  strife  and, 
therefore,  Mr.  Edison  may  feel  that  it  is  not  morally  entitled 
to  participation  in  the  profits  of  the  concern  for  the  purpose 
of  its  purchase  .  It  is  my  intention  upon  receiving  from  you 
an  offer  for  the  stock  to  frankly  submit  the  offer  to  the  bond¬ 
holders  and  the  stockholders  of  the  two  corporations  with  the 
alternative  offer  that  they  consent  to  a  distribution  in  specie. 

If  neither  of  these  propositions  are  accepted,  I  shall  proceed 
with  the  litigation. 


-  4  - 

I  am  entirely  convinced,  and  X  think  my  opinion  has  been 
confirmed  by  every  lawyer,  who  has  examined  the  questions  involved, 
that  ultimately  the  receiver  of  the  International  Graphophone 
Company  will  recover  these  1440  shares  of  stock  from  the  Guaranty 
Trust  Company.  If  and  when  that  time  comes,  it  will  be  necessary 
for  the  receiver  to  convert  the  stock  into  cash,,  Eor  the  purpose  of 
informing  the  Court  as  to  its  value,  in  order  that  it  may  be 
guided  in  the  confirmation  of  any  sale,  which  the  receiver  may 
make,  the  receiver  will  be  entitled  under  a  dobtrine  of  State  comity 
to  ask  the  aid  of  the  Hew  Jersey  .courts  for  a  complete  examination 
of  the  affairs  of  the  V/orks  company.  This  course,  as  attorney 
for  the  receiver,  I  will  be  compelled  to  pursue,  and  while  such 
litigation  by  the  receiver  may  seem  to  be  annoying  and  oppressive, 
yet  I  will  be  unable  to  escape  the  performance  of  such  a  duty 
irrespective  of  my  personal  opinion  as  to  the  expediency  of  moral 
right  of  such  procedure.  Host  of  the  bondholders  know  that  at 
one  time  §180,000.  was  offered  for  the  stock  and  when  I 
attempted  to  induce  the  bondholders  to  accept  their  distributive 
part  of  this  amount,  a  number  of  the  bondholders,  represented  by 
Hr.  Howard  E.  Bayne  of  Hew  York,  declined  to  do  so.  At  that 
time  it  was  suggested  to  me  that  they  would  direct  the  Guaranty 
Trust  Company  to  sell  the  pledged  stock  of  the  International 
Graphophone  Company  (45,000  shares)  out  under  the  pledge.  A 
syndicate  of  the  bondholders,  a  few  in  number,  intended  to  buy  in 
the  stock,  which  they  could  readily  have  obtained  for  a  small  sum. 
They  then  intended  to  transfer  the  45„000  shares  of  stock  on  the 
books  of  the  International  Graphophone  Company  to  themselves  as 


the  owners  thereof,  take  possession  of  the  Board  of  Directors, 
demand  and  obtain  possession  of  the  1440  shares  of  Works  stock 
and  proceed  to  harass  Hr.  Edison  to  obtain  what  they  were 
pleased  to  call  an  accounting.  They  intended  to  ignore  ray 
arduous  professional  labors  performed  for  more  than  two  years, 
all  the  rights  of  the  outstanding  stockholders  of  the  International 
Graphophone  Company-  5,000  shares  -  and  all  the  rights  of  the 
Horiarty  Estate.  :  The  plan  was  suggested  to.;me  and  I  declined  to 
participate  in  it  and  promptly  retaliated  by  instituting  proceedings 
to  dissolve  the  International  Graphophone  Company  and  thus  prevent 
them  from  selling  the  pledged  45,000  shares  of  stock,  because  upon 
such  dissolution,  it  ceased  to  be  stock  which  could  be  sold  at 
public  sale.  Among  these  bondholders  appears  the  name  of  Hr. 
Twombly.  l  have  never  had  any  personal  connection  with  him 
upon  the  subject,  nor  with  his  counsel.  I  have  been  informed  , 
however,  a  number  of  times  that  he  has  declined  to  act  with  the 
majority  of  the  bondholders  in  any  proceeding,  which  to  him 
would  seem  to  constitute  an  unfair  attack  upon  Hr.  Edison.  I 
assume,  but  without  any  authority,  that  any  arrangement  .which  the 
rest  of  the  bondholders  would  accept,  and  which  Hr.  Edison  would 
concur  in,  might  be  agreed  to  by  Hr.  Twombly  at  the  instance  of 
an  intermediary  -  known  to  him  and  agfeeable  to.  all  parties. 

I  suggest  that  whatever  you  determine  to  do,  it  should  be 
presented  as  an  ultimatum,  and  if  the  price  offered  is  not  accepted, 


we  can  then  proceed  among  ourselves  to  litigate  the  ownership 
of  the  stock  or  distribute  it  in  specie.  1  enclose  you  as  part 
of  the  statement  a  list  of  the  bondholders  and  a  list  of  the 
stockholders  of  the  International  Graphophone  Company.  The 
Edison  United  Phonograph  Company,  which  issued  the  bonds,  has 
been  dissolved  in  New  Jersey  for  non-payment  of  taxes.  The 
English  corporation  has  been  dissolved  and  the  bondholders  will 
receive  little,  if  anything,  from  that  asset. 

Be  kind  enough  to  give  to  this  communication  as 
prompt  consideration  as  may  be  convenient. 


[ATTACHMENT] 


BONDHOLDERS . 


SELIGMAH  57000 
PEOPLES  TRUST  COMPANY  15000 
BEERS  AND  MULLEN  5000 
HEW  YORK  TRUST  COMPANY-  30000 
•WELLS  7000 
ESTATE  OP  COCK  40000 
PLATT’  20000 
ESTATE  OP  BLISS  30000 
TYTOMLEY  30000 
IT  BANK  OP  IT.  A.  30000 
MERCHANTS  B  OP  PHILA.  10000 
LOVERIITG  15000 
ST  EARNS  30000 
ESTATE  OP  JAMES  40000 
SIMPSON  THATCHER  and  BARTLETT  1000 


These  Bonds  will  "be  considered  with  reference  to 
their  face  -value,  and  eliminating  consideration  of  unpaid 
coupons.  They  are  360  in  number.  They  we  re  issued  By  Edison 
United  Phonograph  Company,  now  dissolved.  They  are  secured 
By  a  certain  collateral  trust  agreement,  dated  January  15th, 
1903,  But  executed  March  26th,  1903.  This  agreement  was  made 
By  the  company  together  with  S.  P.  Moriarty  as  a  surety,  unto 
the  Guaranty  Trust  Co.  The  property  given  as  security  By  the 
principal  mortgagor  consisted  principally  of  securities  of  the 
Edison  Bell  Vo.,  an  English  corporation.  These  securities  are 
now  practically  worthless.  Moriarty,  as  surety,  deposited 


[ATTACHMENT] 


-2- 

45000  shares  of  the  International  Graphaphone  Company  stock. 
The  stock  was  in  his  name.  The  total  amount  of  its  authorized 
and  issued  stock  w as  50,000  shares.  Moriarty  had  acquired  this 
45000  shares  by  purchase  and  transfer  to  him  hy  some  of  the 
proposed  bondholders. 

The  outstanding  5000  shares  was  and  is  owned 
JOHN  WAMAHAKER  1500  shares  (Cost  him  $75,000.) 

ESTATE  OF  WARRE1T  B.  CHEERY  500  "  «  "  §25,000.7 

ESTATE  OE  S.  E.  MORIARTY  720  "  _ — . . - . 


(Pledged  with  J.  &  W. 

Seligman  &  Co.)  2100  " 

Three  others  180  11 

5000  " 

March  26th,  1903  Moriarty  and  John  E.  Searles  were 
in  control  of  the  International  Graphaphone  Company.  Under  the 
terms  of  the  Trust  Deed,  Moriarty  retained  the  voting  power  of 
his  45000  shares  which  he  pledged  as  surety.  As  pledgor  he 
was  entitled  to  vote  it.  He  was  prohibited  by  the  trust  from 
so  voting  his  45000  shares  of  stock  as  to  mortgage  the  property 
of  the  International  Graphaphone  Company.  He  was  not  prohibited 
from  selling  it. 

This  property  consisted  of  1440  shares  of  the  Edison 
Works  Company,  standing  on  the  books  of  the  Edison  Works  Company 
In  the  name  of  the  International  Graphaphone  Company.  The  1440 
shares,  without  going  into  details,  constitutes  practically 


[ATTACHMENT] 


-3- 

30^  of  all  that  stock  of  the  Edison  Works  Company  which  is 
entitled  to  participate  in  dividends  or  assets  of  the  Works 
Company.  On  March  27th,  1903,  a  few  of  the  proposed  bondholders 
became  alarmed  at  the  language  of  the  instrument  of  trust  and 
thought  that  it  did  not  prohibit  Moriarty  from  so  voting  his 
45,000  shares  as  to  sell  the  property  of  the  International 
Graphaphone  Company  and  thereby  render  worthless  his  pledged 
stock.  On  that  day  they  caused  a  meeting  to  be  held  of  the 
minority  of  the  executive  committee  of  the  International 
Graphaphone  Company.  Moriarty  was  a  director  of  the  Internation¬ 
al  Graphaphone  Company  and  its  vice  president  and  a  member  of 
the  executive  committee.  This  meeting  was  called  without 
notice  and  at  the  meeting  were  present  Mr.  Searles  and  Messrs. 
Morison  and  Oakley.  The  two  latter  gentlemen  held  one  share  of 
stock  each  and  were  merely  nominal  directors  and  members  of  the 
executive  committee.  They  passed  a  resolution  reading  as 
follows: 


"RESOLVED  that  1440  shares  of  the  capital  stock 
of  the  Edison  Phonograph  Works,  "belonging 
to  this  company  be  deposited  with  the 
Guaranty  Trust  Company  of  New  York, 
holders  of  45,000  shares  of  the  stock  of 
this  company  under  mortgage,  subject  to 
the  following  terms,  viz;  said  shares 
shall  not  be  sold  nor  withdrawn  from  said 
trust  company  except  with  the  assent  of  a 
majority  of  the  bondholders,  who  are 
secured  by  the  collateral  trust  mortgage 
of  the  Edison  United  Phonograph  Company, 
dated  January  15th,  1903,  for  the  benefit 
of  the  bondholders,  but  transfers  of  such 
shares  as  may  be  necessary  to  qualify 
representatives  of  the  company  on  the 
board  of  the  Edison  phonograph  Works  may  be 
Bjade  from  time  tib  time  as  may  be  necessary." 


[ATTACHMENT! 


-4- 

Thereupon  the  certificates  representing  these  1440 
shares  were  delivered,  to  the  Guaranty  Trust  Company,  accom¬ 
panied  by  a  certified  copy  of  this  resolution. 

On  Hovember  8th,  1907,  a  decree  of  the  Supreme  Court  of 
Hew  York  was  entered  in  a  suit  in  which  the  People  of  the  State 
were  plaintiffs  and  the  International  Graphaphone  Company  was 
defendant.  By  that  decree  the  International  Graphaphone  Company 
was  dissolved  as  a  corporation,  and  its  property  and  hooks  were 
delivered  to  a  receives,  Mr.  James  P.  Lynch,  who  was  directed 
to  collect  all  of  its  property,  and  for  such  purposes  to 
institute  suits  and  actions  in  courts  of  this  state  or  of  Hew 
Jersey.  During  the  lifetime  of  Moriarty  and  on  February  23rd, 
1907,  a  resolution  of  the  hoard  of  directors—  new  elected— 
of  the  International  Graphaphone  Company  was  passed  rescinding 
and  setting  aside  the  action  of  the  executive  committee  and 
authorizing  a  demand  upon  the  Guaranty  Trust  Comparer  for  the 
possession  of  the  stock.  Immediately  after  the  appointment  of  ■■ 
the  receiver  he  made  a  like  demand  upon  the  Guanarty  Trust 
Company.  TXie  Guaranty  Trust  Company  refused  to  deliver  the 
stock  upon  the  express  ground  that  it  held  it  as  additional 
Collateral  security  under  the  deed  of  trust  notwithstanding 
that  it  had  formerly  given  a  receipt  that  it  only  held  the 
stock  by  authority  of  the  resolution.  Immediately  after  the 
receiver  made  this  demand  he  brought  a  suit  in  the  State  of  Hew 
Jersey  against  the  Guaranty  Trust  Company  and  the  Edison 
Phonograph  Works.  The  suit  was  brought  to  declare  that  the  ' 


[ATTACHMENT] 


-5- 

title  of  the  stock  was  in  the  receiver  and  to  enjoin  the 
Works  Company  from  transferring  it  to  any  one  else.  An 
injunction  was  issued  amd  still  stands.  The  bonds  became  due  in 
January,  1908.  The  Guaranty  Trust  Company  temporized  with  the 
suit  in  Hew  Jersey  until  it  finally  brought  a  suit  in  equity 
in  Hew  York  against  the  executor  and  executrix  of  the  Moriarty 
estate,  the  Edison  United  Phonograph  Company  and  Iijmch, 
receiver.  By  this  suit  they  sought  to  enjoin  lynch  from 
carrying  on  the  suit  in  Hew  Jersey.  They  bring  the  suit 
primarily  to  foreclose  the  trust  mortgage.  They  ask  for  a 
construction  by  the  court  of  their  duties  as  trustees,  alleging 
that  they  hold  the  1440  shares  under  an  equitabLe  mortgage 
for  the  payment  of  the  bonds.  This  suit  is  pending  under 
answers  by  the  various  parties  and  doubtless  will  be  tried  this 
year.  They  also  seek  to  foreclose  upon  the  45,000  shares. 

They  ignore  the  fact  that  the  principal  defendant  has  teen 
dissolved.  It  has  been  decided  in  this  state  that  when  a 
corporation  is  dissolved,  its  capital  stock  ceases  to  be  stock 
as  such  and  that  a  pledgee  of  such  stock  cannot  sell  the  stock 
at  public  sale  but  must  appear  in  the  receivership  proceedings 
and  collect  his  proportionate  part  of  any  assets  distributed  by 
the  receiver.  The  case  then  presented  is;  Can  the  officers 
of  a  corporation  take  all  of  its  property  and  attempt  to  pledge 
it  for  the  debt  of  another  corporation  and  the  debt  of  one  of 
its  officers  without  any  consideration  to  the  corporation  and 
without  its  having  ary  interest  whatever  in  the  indebtedness? 


[ATTACHMENT] 


-6- 

It  is  perfectly  manifest  under  the  resolution  that  at  best 
the  Guaranty  Trust  Company  only  holds  the  1440  shares  of  stock  as 
depository  and  not  under  equitable  mortgage.  In  an;/-  event  the 
Guaranty  Trust  company  can  appear  in  the  receivership  proceedings 
and  after  the  debts  of  the  International  Graphaphone  Company 
are  paid  receive  its  distributive  part,  being  45/50  of  all 
of  the  assets  represented  by  the  45,000  shares  of  stock  its 
holds  as  pledgee. 

The  ordinary  process  of  closing  up  a  receivership 
would  be  to  sell  at  public  sale  the  property  of  the  dissolved 
corporation.  Prom  the  proceeds  are  paid  the  expenses  of  the 
receivership—  then  the  creditors  are  paid  and  the  balance,  if 
any,  goes  to  the  stockholders.  A  leading  case  in  this  state 
holds  squarely  that  in  such  event  the  receiver  must  deduct  from 
the  share  of  any  stockholder  of  record-  the  debt  which  that 
stockholder  may  owe  the  corporation.  The  stockholder  of  record 
of  the  45,000  shares  is  Stephen  E.  Moriarty  and  not  the 
Guaranty  Trust  Company.  The  Trust  Company  is  a  pledgee.  If 
hr.  Moriarty,  the  record  holder,  owes  the  I.  G.  Company  any 
money,  that  amount  would  be  deducted  from  his  distributive 
share  unless  the  above  stated  principle  is  not  operative  as 
against  a  pledgee.  If  the  rule  applies  it  might  well  happen 
that  the  Trust  Company  would  receive  nothing  unless  it  could 
establish  its  alleged  claim  to  the  1440  shares  of  stock.  Ad 
claimed  by  the  Trust  Company,  Moriarty  not  only  hypothecated 
9/lO  of  the  capital  stock  but  in  disregard  of  the  rights  of  the 


[ATTACHMENT] 


-7-" 

other  l/lO  also  hypothecated  the  entire  assets  or  the  corpora¬ 
tion  to  secure  a  debt  in  which  the  corporation  had  no  interest, 
it  is  not  believed  that  the  Truat  Company  will  succeed  in  this 
contention.  One  of  the  outstanding  stockholders  holding  a  part 
of  the  10$  is  Hr.  John  Wanaraaker,  whom  we  are  advised  paid 
$75,000  for  his  1500  shares  of  stock  and  if  the  contention 
prevails -of  the  Trust  Company,  his  interest  would  be  wiped  out. 

If  the  Trust  Company  prevails,  it  would  have  to  sell 
the  1440  shares  of  Works  stock  at  public  or  private  sale.  If 
The  Trust  company  fails  the  receiver  would  have  to  sell  the 
stock  at  public  or  private  sale.  In  either  event  sale  would 
haTO  to  be  made  to  the  highest  bidder  for  cash.  These  sales 
must  be  made  at  the  end  of  the  litigation  publicly  and  for 
cash  unless  the  bondholders  all  of  them  and  the  creditors  and 
o  utstanding  stockholders  in  the  other  case  of  the  I.  G. 

Company  consent  to  a< di stribution  of  the  1440  shares  in  specie. 

This  capital  stock  represents  30$  of  the  Works 
Company  assets.  Uo  one  knows  what  these  assfcts  are  except  Hr. 
Edison.  The  only  feasible  plan  for  the  bondholders,  stock¬ 
holders  and  creditors  of  the  I.  G.  Company  to  recover  the  fair 
value  of  the  stock  is  to  distribute  the  stock  to  the  persons 
entitled  in  specie. 

To  do  this  it  will  be  necessary  to  enter  in  the 
present  case  and  in  the  receivership  matter  decrees  by  consent 
of  all  parties  concerned.  As  shown  by  the  figures  below  the 
bondholders  would  receive  three  shares  of  stock  for  each  bond. 


[ATTACHMENT] 


-8- 

They  coulcl  then  transfer  the  stock  on  the  hooks  of  the  Works 
Company  to  themselves,  if  they  desired  to  hold  it  as  an 
investment,  or  such  of  them  as  wished  could  vest  their  stock  in 
a  trustee  or  trustees  of  their  own  selection  and  employ  counsel 
to  compel  an  examination  of  Kr.  Edison's  hooks  and  an  accounting 
of  assets  and  diverted  profits,  if  any.  Even  if  the  entire 
amount  of  stock  did  not  care  to  participate  in  this  proceeding 
certainly  a  very  large  number  of  shares  would  he  willing. 

It  is  not  deemed  necessary  in  this  statement  to  give 
the  details  of  some  items. 

In  round  figures  the  debts  and  expenses  of  the 
receivership  are  $38,000.  This  is  made  up  of  claims  of 
creditors,  with  interest,  of  §21,600  (details  on  application). 
The  receiver's  fees  and  attorneys'  fees  for  receiver  are  each 
fixed  at  5fZ  of  the  assets  of  the  receivership.  Eor  the  purpose 
of  lessening  these  fees,  the  percentage  is  computed  on  the 
stock  only  being  worth  par  or  §144,000.  This  log  charge  thus 
being  $14,400  or  a  total  of  $36,000.  If  the  receiver  and  his 
attorney  with  the  consent  of  the  creditors  and  stockholders 
will  accept  capital  stock  at  $150  per  share,  they  would  receive 
240  shares.  If  there  is  deducted  from  the  total  stock  of  1440 
shares  this  240  shares  there  would  he  1200  shares  left  for 
distribution  to  the  stockholders.  This  would  give  to  the 
outstanding  lofi  of  stock  120  shares  and  to  the  Guaranty  Trust 
Company  for  the  bondholders  1080  shares.  If  this  latter  number 
of  shares  is  divi  ded  among  the  bondholders ,  each  hind  would 
receive  three  shares. 


[ATTACHMENT! 


...... .Jy 


-9- 

Ab  heretofore  stated,  the  bondholders  could  then 
pool  their  stock  if  desired. 

This  leaves  unsettled  only  the  item  of  the  expense  of 
the  truotee  and  its  counsel.  It  is  believed  that  the  English 
assets  will  pay  this.  Inquiry  just  made  in  London  by  hr.  Slater 
of  the  firm  of  Pitch,  Slater  &  Randall,  has  elicited  the 
folio vdng  facts:  The  business  of  the  English  Company  has  been 
wound  up  and  its  remaining  assets  are  in  the  hands  of  a  receiver 
in  cash  for  distribution.  There  were  preferred  mortgage 
debenture  bonds 'which  were  a.  first  lien  and  prior  to  the  first 
imortgage  debenture  bonds  held  by  the  Guaranty  Trust  Company 
under  the  trust .  Those  preferred  bonds  have  been  paid  in  full 
and  it  is  stated  that  there  is  cash  enough  on  hand  to  pay  a 
divi  dend  of  from  5 fo  to  lOJi  on  the  outstanding  first  mortgage 
debenture  bonds  with  their  deferred  interest  warrants.  The 
amount  of  the  first  mortgage  debenture  bonds  in  the  possession 
of  the  Guaranty  Trust  Company  is  27,260  pounds  sterling.  The 
trustee  also  has  certain  deferred  interest  certificates j  the 
exact  amount  of  which  I  aip  not  informed.  In  round  figures,., 
a  dividend  of  5^  would  be  soinewheres  about  $7,000  and  if  it  was 
10^o  at  least  $14,000,  more  than  sufficient  doubtless  to  meet 
the  expenses  of  the  trust. 

It  is  repeated  that  this  plan  cannot  be  carried 
through  without  the  consent  of  the  bondholders  and  the 
creditors  of  the  I.  G.  Company.  If  the  outstanding  stock  of 
the  I.  G.  Compary  does  not  agree  with  the  plan,  it  would  be 
proceeding  against  its  interests. 


i. 


[ATTACHMENT! 


-10- 

The  duty  of  tho  receiver  in  this  case  is  very  plain. 
He  must  protect  the  stockholders  of  the  International 
Graphaphone  Company. 

If  the  offer  should  he  made  no-, 7  to  purchase  this 
capital  stock  for  cash,  the  legal  method  suggested  of  giving 
a  good  title  to  the  purchaser  is  as  follows:  All  the  bond¬ 
holders  consenting,  a  decree  by  consent  could  be  entered 
in  the  foreclosure  suit.  By  this  decree  the  receiver  would 
be  declared  the  owner  of  the  1440  shares  of  stock  and  the 
Guaranty  Trust  Company  would  be  directed  to  turn  the  stock  over 
to  the  receiver.  Contemporaneously  with  this  a  decree  would 
be  entered  also  by  consent  in  the  receivership  proceedings, 
by  Which  the  receiver  would  be  directed  to  sell  the  stock  at 
private  sale  to  the  purchaser  for  the  price  named.  In  the 
0,'ime  decree  the  account  of  the  receiver  would  be  approved  and 
he  would  be  directed  to  distribute  the  proceeds  as  follows: 

1.  To  pay  the  expenses  of  the  receivership. 

2..  To  pay  the  debts  of  the  International  Graphaphone 
Company. 

3.  To  distribute  the  balance  to  the  stockholders, 
vis.  90£>  to  the  Guaranty  Trust  Company 
and  10^5  to  the  outstanding  st  ock.  The 
figures  relating  to  this  distribution  are 
hereinbefore  set  forth. 


H  3?  M. 

The  naked  certificates  representing  1440  shares  of 
the  Edison  Phonograph  Works  sbck  are  in  the  possession 
of  the  Guaranty  Trust  Company.  They  have  been  endorsed  in 
blank  by  the  International  Graphophone  Company  designated 
in  the  certifies  tes  as  the  owner.  They  have  stood  and 
now  stand  on  the  books  of  the  Works  c'ompany  as  being  the 
property  of  the  International  Graphophone  Company.  They 
were  handed  over  to  the  Guaranty  Trust  Company  by  a 
resolution  of  a  minority  of  the  executive  committee  of  the 
International  Graphophone  Company.  The  resolution  provides 
that  they  3hall  bo  deposited  with  the  Guaranty  Trust 
Company,  there  to  remain  until  a  majority  of  the 
bondholders  shall  direct  their  return  to  the  International 
Graphophone  Company  or  until  certain  bonds  issued  by  the 
Edison  United  Phonograph  Company,  for  v/hic  h  bonds  the 
Guaranty  Trust  Company  is  the  trustee,  should  be  paid. 

The  bonds  are  secured  by  certain  property  of  the  Edison 
United  Phonograph  Company  and  by  45,000  shares  out  of  the 
total  capital  stock  of  the  International  Graphox^hone 
Company,  which  were  deposited  by  Moriarty  as  a  security 
and  who  is  named  as  a  surety  in  the  deed  of  trust.  Lynch, 
the  receiver  of  the  International  Graphophone  Company, 
claims  that  this  deposit  of  the  1440  shares  o^  stock  was 
UETBA  VIRES  and  is  void.  He  has  demanded  the  return  of 
the  stock  in  his  counterclaim  to  the  complaint.  The 
complaint  was  brought,  by  the  Guaranty  Trust  Company-  agains  t 
the  Edison  United  Phohograph  Company,  the  executor  and 
executrix  of  the  Horiarty  Estate  and  Lynch  as  receiver. 

It  is  primarily  based  upon  the  assertion  that  the  deposit 
of  this  particular  stock  under  that  resolution  was 


-2- 

intended  to  create' and  did  create  an  equitable  mortgage  on  the 
1440  shares  of  stock  owned  hy  the  International  Graphophone 
Company.  In  other  words,  it  is  contended  that  all  the  property 
of  one  corporation  may  he  hypothecated  hy  its  officers  to  se¬ 
cure  a  debt  due  hy  themselves  as  individuals  and  hy  another 
corporation,  in  which  debt  the  corporation  owning  the  property, 
which  is  so  claimed  to  he  subject  to  a  lien,  has  no  interest, 
which  it  did  not  create,  nor  secure  nor  endorse,  nor  guarantee 
and  for  which  attempted  hypothecation  of  its  property,  it  re¬ 
ceived  no  consideration  whatever. 

While  this  case  was  pending,  and  it  will  he  reached 
for  trial  this  year,  Lynch,  as  receiver,  having  demanded  the 
return  to  him  of  the  1440  shares  of  stock  and  having  met  wi  th 
a  refusal,  has  brought  action  against  the  Guaranty  Trust  Com¬ 
pany  in  conversion  for  its  alleged  value,  $504,000,  The  Guar¬ 
anty  Trust  Company  is  the  defendant.  This  has  placed  the  latter 
company  in  a  position  where  if  it  loses  its  contention  that  it 
holds  the  stock  rightfully  as  an  equitable  mortgagee,  that  it 
holds  it  wrongfully  against  a  lawful  demand,  and  has,  there¬ 
fore,  converted  it  and  is  liable  for  its  actual  value.  I  as- 
sune  that  the  Guaranty  Trust  Company  has  taken  the  stand  that 
it  will  not  proceed  with  this  litigation  unless  it  is  indemni¬ 
fied  against  its  total  loss. 

Prior  to  the  appointment  of  the  receiver,  Mr.  Edison 
offered  $144,000.  for  the  stock  or  par,  which  offer  was  subse¬ 
quently  raised  to  $180,000.  The  total  capital  stock  of  the 
Edison  Phonograph  Works  is  6,000  shares,  a  part  of  which  is 
expressly  declared  to  have  no  interest  in  the  earnings  or  as¬ 
sets  and  this  leaves  1440  shares  of  stock  owned  by  the  receiver 
as  being  about  30  per  cent,  of  the  capital  stock  of  the  Edison 
Phonograph  Works  entitled  to  participate  in  dividends  and 


-3- 

as sets  . 

The  Guaranty  Trust  Company  has  taken  the  position 
that  inasnuoh  as  i t  has  assumed  on  the  record  that  it  holds 
the  stock  as  an  equitable  mortgagee,  that  it  cannot  abandon 
that  position  voluntarily  without  the  consent  of  all  the 
bondholders  for  whom  it  is  trustee.  THIS  CONSIST  CAIT1TOI  BIS 
OBTA  THUD . 

The  resolution  under  which  the  stock  was  handed 
over ,however,  provided  that  upon  the  demand  of  a  majority  of 
the  bondholders,  the  stock  may  be  returned  to  the  owner. 

After  they  vere  confronted  with  the  conversion  action,  they 
concluded  that  it  was  best  to  make  a  quick  settlement.  They 
admitted  that  they  cnuld,  if  they  desired,  upon  the  petition 
of  a  majority  of  the  bondholders,  which  they  could  obtain,  turn 
the  stock  over  to  the  receiver.  They  did  not  desire  to  do  this 
unless  they  could  be  assured  that  the  receiver  would  sell  it 
for  a  fair  price.  If  and  when  he  makes  such  a  sale,  there 
should  be  deducted  from  the  amount  (a)  the  debts  of  the  Inter¬ 
national  Graphophone  Company,  amounting  to  about  $20,000  (b) 
the  fees  of  the  receiver  and  his  attorneys  based  upon  the 
statutory  percentages  (o)  the  balance  of  the  money  would  give 
90  per  cent,  thereof  to  the  Guaranty  Trust  Company,  holders 
under  the  pledge  of  90  per  cent,  of  the  capital  stock  of  the 
International  Graphophone  Company,  and  10  per  cent,  thereof 
to  the  outstanding  stockholders. 

From  this  90  per  cent,  the  trustee  should  retain  his 
expenses  and  counsel  fees  and  distribute  the  balance  to  the 
bondholders . 

In  order  to  insure  that  a  fair  price  would  be 
received  by  the  receiver,  and  that  he  would  not  waste  the 
stock,  it  has  been  tentatively  agreed  between  the  receiver, 


-4- 

attorneys  for  the  trust  company  and  the  attorney  for  a  majority 
of  the  bondholders,  that  they  would  seek  to  obtain  from  Mr. 
Edison  the  best  price  he  would  pay  and  impliedly,  that  if  he 
did  not  make  a  fair  offer,  that  a  legal  fight  would  be  opened 
against  Mr.  Edison  for  an  accounting  and  for  an  examination  of 
the  books.  It  will  be  observed  that  the  only  person,  who  can 
make  such  a  fight  is-  the  record  holder  of  the  stock,  viz.  the 
receiver  and  it  is  probably  true  that  if  he  is  not  willing  to 

do  this,  that  the  bondholders  or  trustee  cannot  do  it,  and  it 

is  well  known,  that  neither  the  bondholders  nor  the  trustee  will 
risk  any  money  in  such  a  proceeding.  Whether  or  not  there 
shall  be  litigation,  depends  wholly  upon  the  receiver.  Whe¬ 
ther  or  not,  if  he  has  the  stock  that  he  will  take  any  given 

price  for  it  under  order  of  the  court,  if  he  makes  the  appli¬ 

cation,  is  Wholly  wi th  the  receiver.  The  bondholders  can  do 
nothing  without  him. 

The  condition  of  the  Edison  Phonograph  Works  is 
this:  It  is  a  manufacturing  corporation  controlled  by  Mr. 
Edison,  who  owns  all  outstanding  stock  except  these  144(0 
shares,  Tie  has  from  five  to  eight  subsidiary  corporations, 
which  are  the  selling  agents  for  the  various  devices  manufact¬ 
ured  by  the  Works  company.  He  controls  the  board  of  directors 
and  all  the  stock  of  each  of.  these  companies.  It  is  claimed 
that  one  of  these  companies  has  loaned  the  Works  company 
$900,000.  with  vihich  to  erect  new  buildings  and  instal  special 
machinery.  It  is  claimed  that  the  manufacturing  is  done  utider' 
specific  contracts  wi th  each  corporation  allowing  the  Works 
company  a  20  per  cent,  profit  on  the  cost  and  administration  of 
manufacturing  and  that  the  selling  profit  gained  by  the  subsid¬ 
iary  corporations  is  20  percent.  In  other  words,  by  control¬ 
ling  all  the  corporations  Edison  deprives  the  Works  company-’ 


-5- 

it  'being  the  only  corporation  in  which  he  does  not  own  all  the 
stock  of  the  right  to  vend  its  products  or  make  any  profit 
thereby. 

Edison  has  offered  $144,000  for  the  stock  just  late¬ 
ly.  Mr.  Dyer,  his  counsel,  states  that  the  business  has  much 
depreciated  in  two  years  and  that  this  price  is  fair.  He  says 
it  is  not  worth  as  much  as  it  was  when  he  offered  $180,000. 

A  meeting  was  held  lately  at  which  representatives  of  the  vari¬ 
ous  interests  conferred  with  Mr.  Dyer  and  it  was  there  suggested 
that  Mr.  Edison  desired  to  acquire  this  stock  in  order  that  he 
might  save  administration  and  bookkeeping-  expenses  amounting 
to  more  than  $50,000  a  year  by  consolidating  all  the  corpora¬ 
tions  into  one,  which  he  could  not  do  if  he  did  not  own  this 
capital  stock.  It  wa s  further  questioned  that  Mr.  Edison  would 
be  willing  to  give  a  larger  purchase  price  if  he  could  pay  it 
partially  in  cash  and  partially  in  mortgage  bonds  of  a  new  cor¬ 
poration.  The  representative  of  the  trustee  seemed  to  think 
that  the  wealthy  bondholders  might  be  willing  to  do  this.  It 
would  seem  legally  impossible  to  carry  this  through  unless  all 
the  bondholders  were  willing  to  accept  new  bonds  in  lieu  of 
cash,  leaving  nothing  but  the  receiver  and  the  creditors  to 
receive  cash. 

Again,  the  r eceiver ' s  compensation  is  based  upon 
the  value  of  the  property  which  passes  through  his  hands. 

The  idea  is  not  practicable,  although  doubtless  Mr. 
Edison  would  be  very  glad  to  bring  it  about  and  would  pay  the 
larger  apparent  value  for  the  stock  in  bonds  in  lieu  of  cash. 

If  the  bondholders  find  that  they  cannot  compel  Mr. 
Edison  to  pay  more  than  $144,000.  except  by  littigation  which 
may  be  expensive  and  interminable  -  litigation  which  must  be 
brought  in  the  name  of  the  receiver  -  litigation,  which  they 
can  neither  institute  nor  conduct  nor  compel  its  institution, 


-6- 

rror  control  its  conduct,  they  will  have  to  take  their  pro¬ 
portionate  part  of  the  §144,000.  if  thereceiver  refuses  to 
take  §144,000.  he  can. prevent  the  sale.  If  both  parties  con¬ 
sent  to  take  §144,000.  the  trust  company  can  turn  the  stock 
over  to  the  receiver  and  contemporaneously  therewith  an  offer, 
in  writing,  can  he  made  therefor-  thereceiver  can  present 
are  application:  for  an  order  allowing  this'  sale  for  that  price 
and  in  the  same  order  apply  for  its  distribution  and  an  appro¬ 
val  of  his  account.  The  offer  raadehy  Mr.  Edison  provides  that, 
the  legal  title  which  he  shall  acquire  shall  he  approved  hy 
Mr.  Robert  McCarter. 


HARRY  F.  MILLER  FILE 


1910 


Country  Club  desires  to  advise  you  that  the  terms  of  your 
subscription  to  the  new  issue  of  bonds  of  the  Club  have 
been  fulfilled;  that  your  subscription  will  be  due  and 
payable  on  or  before  January  Fifteenth,  Nineteen  hundred 

Kindly  send  a  check  for - 

_ One  Thousand _ Dollars, 

the  amount  of  your  subscription,  to  Charles  Hathaway, 
Chairman  of  the  Finance  Committee,  addressed  to  the 
Essex  County  Country  Club,  West  Orange,  New  Jersey. 
A  receipVwill  be  given,  and  the  corresponding  bond  or 
bonds  will  be  delivered  on  or  after  February  First, 
Nineteen  hundred  and  ten,  as  soon  as  they  have  been 
executed  and  are  ready  for  delivery. 

Kindly  indicate  whether  you  wish  your  bonds  to  be 
registered,  and  in  whose  name,  giving  the  address  to 
which  notice  is  to  be  mailed  in  case  the  bonds  shall  be 
redeemed  at  any  time  in  accordance  with  their  terms. 

Yours  truly, 

:  "  "  The  Finance  Committee. 

CHARLES  HATHAWAY,  Chairman, 
THOMAS  A.  GILLESPIE, 

ALFRED  B.  JENKINS, 

ADRIAN  RIKER. 


Ilorhort  Barry,  Kan. , 

54  ITassau  St . , 

How  York  City. 

My  dour  Captain  Barry: 

I  huvo  discussed  with  Ilr.  MoCartor  tho  adr 
visahility  of  submitting  to  you  a  atatomont  showing  tho  finonolal 
condition  of  tlio  Edition  Phonograph  Works  for  tho  paot  tliroo  yours, 
and  ho  is  of  tho  opinion  that  in  viow  of  tho  prooont  unoortainty 
it  would  not  ho  wiso  for  uo  to  submit  ouoh  a  atatomont.  Ilia 
opinion  is  that  tho  various  pnrtioc  intorostocL  in  tho  aalo  of  tho 
atoolc  Bhould  first  mnko  a  dofinito  aocoptanoo  of  our  final  of  for 
hasod  upon  tho  financial  condition  of  tho  company  at  tho  ond  of  tho 
last  fiscal  yoar,  v/hioh,  as  you  will  ronorabor,  showed  a  hook  valuo 
of  about  $170  for  tho  stock.  If  after  giving  ouoh  an  acceptance, 
you  wantod  to  havo.  a  confirmation  of  tho  hooks  it  would,  ho  with  tho 
understanding  that  tho  prioo  offorod  hy  us  would  ho  proportionate¬ 
ly  inoroasod  or  dooroasod  as  night  ho  shown  hy  an  appraisal  of  tho 
ontiro  property. 

For  your,  information  I  will  otuto  that  on  February  2Q,  1909, 
thoro  was  an  upfront  hook  surplus  of  $414,246.39,  hut  tho  assots 
inoludod  upwards  of  $1,400,000  in  Invontory  and  Machinory  and  fools 
v/hioh  itoms  wo  holiovo  would  ho  considorahly  roducod  if  thoy  woro 
ro-aprraiaod. 


now 


Horbort  Barry. 


(S) 


PHONOGRAPH  WORK8. 


1/3/10. 


'  Without  giving  figuros  as  to  tho  total  amount  of  sales  of 
tho  Edison  Phonograph  Works  for  tho  past  throo  yoarB,  I  find  that 
tho  salos  for  tho  yoar  ending  Eohrunry  20,  1909,  woro  77.36$  of  tho 
sales  for  tho  yoar  onding  Eobruary  20,  1908,  and  that  tho  salos 
for  tho  ton  months  of  tho  prosont  yoar  ending  Docombor  51,  1909, 
v/oro  07.16$  of  tho  salos  for  tho  ton  months  onding  Dooombor  31, 
1907. 


Bhis  otatomont  I  think  is  a  vory  good  oonfirmution  of  tho 
point  I  havo  mads  all  along  as  to  tho  spooulativo  nntnro  of  tho 
stock. 


Yours  Tory  truly, 


ekd/iww 


Gonoral  lianagor. 


DAVIES,  STONE  &  AUERBACH, 

MUTUAL  LIFE  BUILDING.  34  NASSAU  STREET. 

NEW  YORK,  January  4,  1910, 


My  dear  Mr.  Dyer:- 

I  have  your  favor  of  the  3rd  instant,  and  am  sending 
copies  to  Mr.  Bayne  and  Mr.  Fitch.  X  will  communicate  with  you  fur¬ 
ther  after  I  hoar  from  them. 

I  regret  very  much  that  Mr.  McCarter  should5 take  such 
a  view,  and  can  scarcely  resist  the  inference  that  he  is  rather  in¬ 
different  to  the  outcome  of  the  negotiations.  I  am  also  quite  at  a 
loss  to  see  any  Justification  for  Mr.  McCarter’s  position  in  refusing 
to  give  us  the  information  requested;  for  it  is  a  novel  theory • that 
the  owners  of  approximately  one-third  of  the  stock  of  a  corporation 
must  first  contract  to  sell  their  stock  before  they  will  be  allowed 
information  as  to  the  condition  of  the  Company. 


I  remain. 

Very  truly  yours. 


OHF/feP 


1 


FITCH, SLATER  &  RANDALL 
ATTORNEYS  «.  COUNSELORS  AT  LAW 


January  17th,  1910. 

Hr .  Frank  Dyer, 

Counsel  for  Edison  Phonograph  Works, 

Dear  Slrs- 

On  behalf  of  the  receiver  of  the  International  Graphaphone 
Company,  we  ratify  and  confirm  the  statements  made  in  the  letter 
attached  hereto,  written  by  Herbert  Barry  on  behalf  of  the  Guaranty 
Trust  Company,  Trustee.  The  receiver  v/ill  forthwith  apply  to  the 
Supreme  Court  for  a  statutory  order  for  receiver  to  sell  at  private 
sale  to  !.!r.  Edison  for  $155,000.  tho  1440  shares  of  stock.  If  the 
Attorney-General  waives  the  eight  days  notice,  the  receiver  will  be 
able  to  deliver  the  stock  probably  before  the  22nd  inst.  We  suggest 
that  you  address  your  letter  of  offer  to  purchase,  suggested  by  Ur. 
Barry's  letter,  to  the  trust  company  and  the  receiver. 

Very  truly ^jnours,  . 

P/1'7 


Attorneys  for  Receiver. 


[ENCLOSURE] 


DAVIES.  STONE  &  AUERBACH, 

MUTUAL  LIFE  BUILDING.  34  NASSAU  STREET. 

new  YORK,  January  17,1910. 

Dear  Mr.  Dyer:- 

Confirming  our  conversation  by  telephone  this 
morning  and  referring  to  our  recent  correspondence  1  heg  to 
say  that  the  Guaranty  Trust  Company  of  New  York  as  Trustee  of  the 
Edison  Phonograph  Company  is  willing  and  offers  to  apply  to  the 
Court  for  an  order  sanctioning  the  sale  and  delivery  to  Mr. 

Thomas  A.  Edison  of  41  certificate*  for  1440  shares  of  stock  of  the 
Edison  Phonograph  Works-./  now  in  its  custody  for  the  sum  of 
$155,000. j  that  counsel  for  the  Committee  of  Bondholders  has 
stated  to  me  that  the  holders  of  a  majority  of  the  Bonds  will 
assent  to  such  application  and  that  counsel  to  the  Receiver  of  the 
International  Graphaphone  Company  is  willing  to  make  a  like  appli¬ 
cation  in  the  Receivership  proceeding. 

I  understand  from  you  that  Mr.  Edison  is  willing  and 
offers  to  pay  $155,000.  for  this  stock  upon  delivery  thereof 
within  the  period  of  two  weeks  from  date  under  circumstances  that  • 
will  confer  a  good  title  in  the  opinion  of  his  attorney. 

S’ or  the  purpose  of  making  such  applications  to  the  Court 
it  is  important  that  this  should  he  expressed  in  writing  by  him  or 
by  his  representative.  I  understand  that  upon  delivery  of  this 


[ENCLOSURE] 


-2 

letter  you  will  let  mehave  such,  a  paper.  Will  you  kindly  confirm 
this  and  if  possible  send  hack  such  paper  by  the  bearer. 

I  remain, 


Edison  Phonograph  Works, 
Frank  L.  Dyer, Esq,. , 


Very  truly  yours, 


Pranoio  Pitch,  Kao. , 

SO  Broacl  St.”, 

How  York  City. 

Hy  dour  Sir: 

In  aooordanoo  with  your  roquoot,  I  hoc  to  onolooo 
a  oopy  of  u  lottor  addroacod  to  Captain  Barry  and  yourqolf  and 
signod  by  Hr.  Edioon,  tho  oricinal  of  which  I  an  aondinc  this 
aftomoon  to  Captain  Barry  by  moasqn{jor. 

Your a  vary  truly, 


ELD/lY/W 


Gonoral  Monaco r. 


Eno- 


[ATTACHMENT] 


•  Jon.  17,  1010. 

Herbert  Dairy,  Hog., 

34  Hacdou  Gt.,  Dow  York. 

.  ■  , 

Frenclo  Pitch,  Deg. , 

30  Broad  Ot.,  Dow  York. 

OoatloDon:  •. 

Roforrinc'  to  tho  nocotiationo.  for  tho  purohaoo  hy  no 
of  tho  fourtoon  hundred  .end  forty  (1440)  obnroo  of  otoolr  of  : 
tho  Edioon  Phonocraph  Worko  now  in  tho  ouotody  of  tho  Guaranty 
Croat  Conpany  ac  Cruatoo  of  tho  Edioon  Unitod  1-honoGraph  Oon- 
pany,  I  horohy  of  for  to  purohaoo  tho  onno  for  tho  oun  of  ono 
himdrod  and  fifty-five  thouoond  dollaro  ($100,000)  If  dolivory 
thereof  io  nado  within  two  wooko  froh  thio  dato  under  ciroun- 
otanooo  'that  will  oonfor  a  Good  titlo  in  tho  opinion  of  ny 
ooimool,  Ur.  Sobort  II.  HoCartor  of  Howark,  D.  J.  - 

I  nndorotond  that  tho  Cmrontoo  fruot  conpeny,  oounool 
for  tho  bondholdora  oomittoo  end  ooimool  to  tho  Roooivor  of  tho 
International  Graphophono  Oonpony  oro  willing  to  apply  to  tho 
O  Court  in  tho  Roooivorohip.  proooodinco  for  on  order  oonotionlag 
tho  oalo  and  dolivory  to  no  of  tM’o  otook  for  tho.  ahovo  otra. 
Youro  vary  truly. 


.  QRAirCXJ  CLVB 
Prospect  Street 


East  Orange,  N.  J.  , 


Ji&iiary  27,  1910. 

-  4  ®/0* 


FEB  1910 


Dear  Sir  (or  Madam): 

Funds  to  a  limited  amount  are  available  for  the 
purchase  of  the  seoond  mortgage  bonds  of  the  Orange  Club. 

We  are  asking  all  holders  of  these  bonds  to  offer  them  for 
sale;  those  offered  at  the  lowest  price  will  be  purchased  un¬ 
til  the  fund  is  exhausted.  We  understand  that  you  have  some 
of  these  bonds.  Kindly  let  us  know  how  many  bonds  you  hold 
and  what  you  will  sell  them  for. 


Yours  very  truly, 


KITOV/  ALL  J.iEH  BY  THESIS  PRESEHTS,  that, 

Y/KEREAS ,  the  International  Oraphophone  Company, 
a  corporation  organized  under  the  laws  of  Hew  York,  has 
Been  heretofore  duly  dissolved  pursuant  to  a  judgment  duly 
entered  in  an  action  duly  Brought  By  the  Attorney  General 
of  the  State  of  Hew  York,  and 

WHEREAS,  the  undersigned,  James  P.  Lynch,  has 
under  and  pursuant  to  said  judgment  Been  duly  appointed 
Receiver  of  the  property  of  said  corporation  for  the 
Benefit  of  its  creditors  and  stockholders,  and 

WHEREAS,  said  corporation  was  prior  to  and  at 
the  time  of  such  dissolution,  the  owner  of  1440  shares 
of  Edison  Phonograph  V/orks,  free  and  clear  of  all  adverse 
claims  and  liens  thereon,  excepting  only  the  claim  of  the 
Guaranty  Trust  Company  of  Hew  York,  acting  as  trustee 
under  a  certain  Collateral  Trust  liortgage  of  the  Edison 
United  Phonograph  Company,  dated  January  1st,  1903,  sec¬ 
uring  ^3(50,000.  Bonds  of  said  Company,  and  claiming  that 
saiustock  had  Been  deposited  with  it  as  such  trustee 
pursuant  to  a  resolution  of  the  Executive  Committee  of 
said  International  Graphophone  Company,  under  which  reso¬ 
lution  said  stock  could  Be  withdrawn  from  the  custody  of 
said  trustee  with  the  assent  of  a  majority  of  tge  Bond¬ 
holders,  se-cured  By  such  Collateral  Trust  Iiortgage,  as 
aforesaid,  and 


WHEREAS  a  majority  of  said  bondholders,  to  wit , 

the  holders  of  at  least  a  .2  OOP-  o  o _ 

thereof,  have  assented  to  the  withdrawal  of  said  stock 
as  aforesaid,  and  to  its  delivery  to  said  Receiver  for 
sale  hereunder,  and  as  evidence  of  such  assent  and  of 

ownership  the  holders  of  8  ^ ®  ^  & _ of  said 

bonds  have  deposited  with  the  said  Trustee  their  said 
bonds,  and 

WHEREAS  the  said  James  P.  Lynch,  Receiver,  has 
heretofore  in  accordance  with  law,  upon  notice  to 
the  Attorney  General  of  the  State  of  Hew  Yorjj,  and  to 
all  other  parties  entitled  to  notice  of  such  applica¬ 
tion,  and  with  the  consent  of  all  the  creditors  of 
the  said  International  Grapho phone  Company,  and  of 
said  Guaranty  Trust  Company  of  lev/  York,  holding  also 
as  trustee  under  said  Collateral  Trust  Mortgage,  45,000 
shares  out;  of  the  total  50,000  shares  of  stock  of  the 
said  International  Graphophone  Company,  and  upon  notice 
by  mail  to  all  the  other  stockholders  of  said  Company, 
has  applied  to  the  Supreme  Court  of  the  State  of  Hew 
York,  for  authority  to  sell  said  1440  shares .of  Edison 
Phonograph  Y/prks  to  Thomas  A.  Edison,  and 

WHEREAS,  pursuant  to  said  application,  an  order 
of  said  Court  was  duly  made  at  Special  Term,  Part  I, 
thereof,  in  the  County  of  Hew  York,  on  the  27th  day  of 
January,  1910,  authorising  and  directing  the  said  Receiver 
to  receive  said  1440  shares  of  stock  of  the  Edison  Phono¬ 
graph  Y/orks  from  said  Guaranty  Trust  Company,  as  trustee. 


and  to  oell,  assign  and  set  overv  the  same  to  said  Thomas 
A.  Edison,  for  the  sum  of  $155,000.,  and  providing  that 
the  said  purchaser  should  not  he  required  to  follow  the 
proceeds  of  said  stock,  nor  he  chargeable  with  any  other 
provisions  of  said  order, 

HOW,  THEREFORE,  the  said  James  F.  Lynch,  Re¬ 
ceiver  of  the  International  Graphophone  Company,  and  of  ' 
its  property,  party  of  the  first  part,  for  and  in  con¬ 
sideration  of  the  sum  of  One  hundred  and  fifty-five 
thousand  dollars  ($155,000.)  lawful  money  of  the  United 
States,  to  him  paid  at  or  before  the  ensealing  and  de¬ 
livery  of  these  presents,  by  Thomas  A.  Edison,  of  Orange, 

Hew  Jersey,  party  of  the  seoond  part,  the  receipt  of 
which  is  hereby  acknowledged,  have  sold,  assigned  and  set 
over  and  by  these  presents  does  sell,  assign,  set  over 
and  confirm  unto  said  Thomas  A.  Edison,  his  executors, 
administrators  and  assigns,  the  1440  shares  of  stock  of 
Edison  Phonograph  V/orks,  a  corporation  organized  under 
the  Laws  of  Hew  Jersey,  which  shares  are  evidenced  by 
certificates  of  stock  transferred  in  blank  and  delivered 

herewith, together  with  all  the  rights  and  equities  growing 
out  of  or  attaching  to  the  ownership  of  said  stock  belonging 
to  the  International  oraphophone  Company  or  said  receiver. 

TO  HAVE  A HD  TO  HOLD  the  same  unto  the  said 

party  of  the  second  part,  his  executors,  administrators 
and  assigns  forever.  And  the  said  party  of  the  first 
part,  does  for  himself  and  his  successors,  and  for  the 
creditors  and  stockholders  of  said  International  Grapho¬ 
phone  Company,  warrant  and  defend  the  sale  and  title  of 
said  stock  against  him  and  them  and  againBt  any  act  or 
thing  done  or  suffered  hy  him  as  such  Receiver. 


IB  WITNESS  WHEREOF,  the  said  James  F.  Lynch, 
Receiver  of  the  International  Graphophone  Company  and 
of  its  property,  has  hereunto  sot  his  hand  and  seal, 
the  day  of  ^ 


STATE  OF  NEW  YORK  ) 

:  SS . 

COUNTY  OF  NEW  YORK  ) 

/ 

On  this  day 

1910,  before  me  the  undersigned  personally  came  and  ap¬ 
peared  James  F.  Lynch,  to  me  known  and  known  to  me  to 
be  the  individual  described  in  and  who  executed  the 
within  instrument,  and  he  ac!<nowledged  to  me  that  he 
executed  the  same  as  the  Receiver  of  the  International 
Graphophone  Company  and  of  its  properties  pursuant  to 
the  order  of  court  referred  to  therein. 


CITY  AND  COUNTY  0?  NEW  YORK:  SS. 

FRANCIS  FITCH,  being  duly  sworn,  says,  that 
ho  is  attorney  for  James  F.  Lynch  the  Receiver  duly 
appointed  in  the  action  of  The  People  of  the  State  of  New 
York  against  International  C-raphophone  Company,  a  cor¬ 
poration  created  and  organized  under  the  Laws  of  the 
State  of  New  York;  that  he  was  in  the  commencement  of 
this  action  duly  designated  by  the. Attorney  General,  as 
counsel  for  the  plaintiff  herein,  and  has  been  and  is 
familiar  with  all  the  proceedings  that  have  been  taken 
herein;  that  said  action  was  an  action  for  the  dissolu¬ 
tion  of  the  defendant  corporation,  and  was  duly  commenced 
by  the  Attorney  General  upon  the  petition  of  one  A.  E. 
Adams,  a  bona  fide  stockholder  and  creditor  of  said  cor¬ 
poration,  by  service  of  the  summons  and  complaint  herein 
upon  the  defendant,  to  wit:  upon  one  James  A.  Whitman,  a 
director  of  defendant,  on  October  16th,  1907,  and  that 
pursuant  to  an  order  to  show  cause  duly  granted  and  served 
in  the  like  manner  on  the  defendant  on  the  same  day,  James 
F.  Lynch  was  by  order  duly  entered  October  22nd,  1907, 
duly  appointed  temporary  receiver  herein  of  the  defendant; 
that  thereafter,  the  defendant  having  failed  to  appear, 
answer  or  demur  herein,  a  judgment  was  duly  rendered  on 
November  8th,  1907,  dissolving  the  defendant,  and  appoint¬ 
ing  said  James  F.  Lynch  receiver  of  all  the  stock,  prop- 
erty ,  things  in  action  and  effects  of  such  defendant,  upon 
his  executing  and  filing  a  bond  in  the  penal  sum  of  §5,000. 
which  judgment  has  been  duly  entered  and  said  bond  was  on 
November /j2r  1907,  duly  given,  approved  and  filed,  and 


that  since  said  date  said  James  F.  Lynch  has  been  and 
still  is  Receiver  as  aforesaid,  and  deponent  has  been 
and  is  the  attorney  for  said  Receiver;  that  prior  to 
said  judgment  of  dissolution  or  since  no  party  has  ap¬ 
peared  herein  and  no  other  or  further  order  herein  in 
any  respect  altering  or  limiting  the  powers  or  duties 
of  such  Receiver  has  been  entered;  that  as  deponent  be¬ 
lieves,  the  proceedings  taken  as  aforesaid  have  in  all 
respects  been  bona  fide  and  regular,  upon  duo  notice 
duly  served  as  required  by  lav/,  that  none  of  the  stock¬ 
holders  or  creditors  of  defendant  have  in  this  proceed¬ 
ing  or  otherwise  at  any  time  questioned  or  objected  to 
the  proceedings  herein  taken  or  any  of  them,  and  in 
particular  no  question  has  at  any  time  been  raised  as 
to  the  fact  that  James  A.  V, 'hitman  was  on  °ctober  16th, 
1907,  a  director  of  defendant  company,  or  as  to  the  fact 
or  sufficiency  of  the  service  of  the  summons  and  complaint 
herein  upon  the  defendant,  or  as  to  the  fact  of  the  de¬ 
fault  of  the  defendant  as  above  recited,  and  no  motion  has 
at  any  time  been  made  to  open  said  default  or  to  open  or 
set  aside  the  judgment  of  dissolution  herein  or  the  ap¬ 
pointment  of  said  Receiver,  or  to  remove  said  Receiver. 

That  no  claim  has  at  any  time  been  made  adverse 
to  the  title  of  said  International  Graphophone  Company  or 
of  such  Receiver,  inaand  to  1440  shares  of  stock  of  Edison 
Phonograph  Works ,  free  and  clear,  except  the  claim  made  by 
the  Guaranty  Trust  Company  of  New  York,  as  Trustee  under 
Collateral  Trust  Mortgage  of  Edison  United  Phonograph 
Company,  dated  January  15th,  1903. 

Sworn  to.  before  me  this 

day  of  January,  1910. 


AGREEMENT ,  made  this  - day  of  January.,, 

in  the  year  nineteen  Hundred  and  Ten,,  hy  and  between 
SAMUEL  3?.  HYMAN,  a  resident  of  the  City  and  State  of 
New  York,  party  of  the  first  part,  and  THOMAS  A.  EDISON, 
NATIONAL  PHONOGRAPH  COMPANY,  EDISON  PHONOGRAPH  COMPANY, 
EDISON  PHONOGRAPH  WORKS,  and  FRANK  L.  DYER,  representing 
all  the  jobbers  and  dealers  in  Edison  phonographs  and 
supplies  in  the  State  of  New  York,  parties  of  the  second 
part,  WITNESSETH:: 

WHEREAS  the  New  York  Phonograph  Company,  a  cor¬ 
poration  organized  and  existing  under  the  laws  of  the 
State  of  Nev;  York,  and  James  L.  Andem,  acting  for  and  in 
behalf  of  said  Company  and  divers  other  local  phonograph 
companies  in  the  United  States,  did  heretofore  bring 
various  litigations  in  divers  jurisdictions  against  the 
parties  of  the  second  part,  or  some  of  them,  or  against 
interests  or  persons  allied  with  them;  and 

WHEREAS  all  said  litigations  were  heretofore 
settled  by  the  parties  of  the  second  part  with  said  Nev/ 
York  Phonograph  Company  and  James  L.  Andem,  acting  individu¬ 
ally  and  in  the  capacity  aforesaid,  by  the  payment  of  the 
sum  of  Four  hundred  and  twenty-five  thousand  dollars 
($425,000)  and  other'  considerations  to  said  New  York 
Phonograph  Company  and  James  L.  Andem  and  the  further  sum 
of  Thirty  thousand  dollars  ($30,000)  to  Louis  Hic3p3,  who 
had  formerly  acted  as  counsel  for  said  New  York  Phonograph! 
Company  and  said  Andem;  and 


WHEREAS  the  rights  of  the  above-named  Samuel  E. 
Hyman  were  not  embraced  within  the  settlement  as  made; 
and 

WHEREAS  on  said  settlement,  in  addition  to  the 
moneys  aforesaid,  the  National  Phonograph  Company  delivered 
to  the  New  York  Phonograph  Company,  as  a  further  consider¬ 
ation  for  said  settlement,  an  indemnity  agreement  wherein 
and  whereby  it  agreed,  upon  a  certain  condition,  to  indem¬ 
nify  and  hold  harmless  the  said  New  York  Phonograph  Com¬ 
pany,  its  successors  and  assigns,  from  any  sum  it,  the 
said  New  York  Phonograph  Company,  its  successors  or  as¬ 
signs,  might  have  to  pay  to  the  above-named  Samuel  P. 

Hyman  by  reason  of  services  rendered  by  him  to  the  said 
NSw  York  Phonograph  Company;  and 

WHEREAS  the  said  indemnity  agreeme  t  was  made  and 
delivered  upon  the  representation  and  warranty  made  by  the 
said  New  York  Phonograph  Company  for  itself,  its  legal 
representatives,  successors  and  assigns,  to  the  National 
Phonograph  Company,  and  the  other  parties  of  the  second 
part  herein,  their  and  each  of  their  respective  heirs„exe-- 
cut'ors,  administrators,  legal  representatives,  successors 
and  assigns,  among  other  things,  that  the  said  Samuel  E. 
Hyman  had  commenced  all  the  suits  then  pending  in  the  Su¬ 
preme  Court,  for  Westchester  County  and  in  the  Court  of  Ap¬ 
peals  in  the  State  of  New  York  brought  by  him  as  attorney 
for  the  said  New  York  Phonograph  Company  against  the  va¬ 
rious  jobbers  and  dealers  in  Edison  phonographs  and  sup¬ 
plies  in  the  State  of  New  York  under  a  contract  made  by  saic 


Hew  York  Phonograph  Company  with,  the  said  Samuel  I'.  Hyman, 
which  is  contained  in  a  letter  of  which  the  following  is  a 
trt.ie  copy! 

"Hew  York  Phonograph  Company. 

April  19,  190.6, 

"Samuel  P.  Hyman,  Esq.  , 

302  Broadway,, 

Hew  York  City. 

"Dear  Sir: 


"You  are  hereby  retained  as  counsel  for  this 
Company  to  bring  and  prosecute  actions  or  proceedings 
against  such  parties  as  we  may  indicate  to  you,  to 
reoover  from  them  damages  for  violation  of  our  ex¬ 
clusive  phonograph  contracts  for  the  State  of  Hbw  York, 
such  suits  to  be  brought  in  the  name  of  this  Company 
at  White  Plains  or  elsewhere.  As  a  compensation  for 
your  services  as  attorney,  you  will  receive  fifty  per 
cent,  of  the  total  amount  of  money  collected  as  the 
result  of  such  suits  ofc  otherwise-,  together  with  the 
costs  recovered.  All  the  expenses  for  such  prosecu¬ 
tions,  however,  are  to  be  paid  by  you. 

"James  L  Andem, 

General  Manager. 

(Seal  of  Hew  York 

Phonograph  Company). 

"Attest: 

H.  M.  Puns  ton,, 

Vice-President.  " 

and  that  the  said  letter  was  the  only  authority  or  agree¬ 
ment  under  which  the  said  Samuel  P.  Hyman  had  commenced  and 
prosecuted  said  suits  and  was  the  only  authority  or  agree¬ 
ment  which  the  said  Samuel  P.  Hyman  had  ever  had  to  bring 
or  prosecute  said  suits  and  was  the  only  contract  or  oblig¬ 
ation  which  the  said  Hew  York  Phonograph  Company  had  ever 
entered  into  with  the  said  Samuel  P.  Hyman  or  with  anyone 
in  his  behalf  for  the  institution  or  prosecution  of,  or  ini 
anyway  concerning  said  suits;  that  the  said  Samuel  P.  Hyman 
had  always  acted,  and  was  at  the  time  of  said  settlement  act¬ 
ing  pursuant  to  said  letter; that  the  said  Samuel  P.  Hyman  hai 


paid  or  caused  to  Toe  paid  all  expenses  of  said  suits  and 
that  the  said  Hew  York  Phonograph  Company  had  paid  no 
material  part,  if  any',,  of  said  expenses,  nor  had  the  said 
Samuel  P.  Hyman  at  any  time  since  the  date  of  said  letter, 
to  wit,  April  19,  1906;  rendered  any  hill  to  said  Hew  York 
Phonograph  Company  or  to  any  of  its  officers,  directors  or 
agents  on  account  of  any  professional  services  or  any 
expenses  whatsoever  arising  from  or  in  connection  with  the 
institution,  existence  or  prosecution  of  said  suits;  and 

WHEREAS  it  was  the  intention  of  said  Hew  York 
Phonograph  Company  and  James  L.  Andem  and  the  parties:  of '..the; 
second  part.,  at  the  time  of  making  and  delivering  said 
indemnity  agreement,  that  the  liability  of  the  said 
national  Phonograph  Company  thereon  should  in  no  event 
whatsoever  exceed  one-half  of  Twenty  thousand  dollars 
(§20,000);  and 


WHEREAS  the  above-named  Samuel  E.  Hyman,  shortly 
after  the  consummation  of  said  settlement  as  aforesaid, 
brought  a  proceeding  in  the  Supreme  Oburt  for  Westchester 
County  to  have  his  lien  adjudgedl on  such  portion  of  the 
proceeds  of  said  settlement  as  was  received  by  said  Hew  York 
Phonograph  Company,  including  among  said  proceeds  the  said 
indemnity  agreement,  and  in  that  proceeding  has  obtained  a 
decision  that  he  is  entitled  to  a  lien  on  the  said  proceeds 
of  said  settlement  in  the  sum  of  One  hundred  and  thirty- 
one  thousand,  six  hundred  and  twenty-five  dollars 
($131,625);  and  it  was  further  adjudicated  therein  that  the 


5: 

liability  of  the  National  Phonograph  Company  on  the  indem¬ 
nity  agreement  aforesaid  v'as,  as  contemplated  toy  the  par¬ 
ties  to  the  above-mentioned  settlement,  limited  to  the 
stun  of  Ten  thousand  dollars  ($10,000),  toeing  one-half 
of  Twenty  thousand  dollars  ($20,000);  and 

WHEREAS  the  National  Phonograph  Company  is  now 
willing  to  pay  said  sum  of  Ten  thousand  dollars  ($10,000) 
and  the  further  sum  of  Two  thousand  dollars  ($2,000)  in 
full  and  final  discharge  of  all  its  liability  to  the  said 
Samuel  E.  Hyman  arising  from  any  cause  whatsoever  (except 
as  to  the  reservations,  conditions  and  stipulations  here¬ 
inafter  mentioned) ;  and 

WHEREAS  the  above-named  Samuel  E.  Hyman  is  willing; 
to  aocept  said  sum  of  Twelve  thousand  dollars  ($12,000)  in 
full  and  final  discharge  of  all  his  rights  as  aforesaid 
against  the  parties  of  the  second  part  and  each  and  all  of 
them  without  recourse  to  proceed  further  against  them  or 
any  of  them  for  any  sum  whatever  on  account  of  any  of  the 
matters  arising  out  of  said  settlement  and  adjudication,, 
and  to  that  end  and  purpose  is  also  willing  to  indemnify 
and  hold  harmless  the  said  National  Phonograph  Company 
against  any  and  all  claims  and  demands  what soever  which  may 
arise  against  it  on  account  of  the  said  indemnity  agreement 
because  of  the  collection,  made  or  to  toe  made,  of  any. 
moneys  toy  the  said  Samuel  E.  Hyman: toy  virtue  of  his  claim 
for  services  rendered  as  aforesaid;  it  toeing  the  intention; 
of  the  said  Samuel  E.  Hyman;  to  proceed  no  further  against;, 
the  parties  of  the  second  part  hereto;  tout  tto  collect 
ffor  his  services  from  the  various  person®  in  whose  hands 
the  proceeds  of  the  said  settlement  may  have  come;  and 


it  also  being  the  intention  of  the  parties  hereto  that  the 
execution  'of  this  instrument  shall  not  affect  any  cause  of 
action,  right,  claim  or  demand  whatsoever  which  the  said 
Samuel  S’.  Hyman,  hi3  heirs,  executors  or  administrators 
may  have  against  any  person  or  corporation  whomsoever, 
other  than  the  parties  of  the  second  part  hereto,  or  any 
of  them; 


HOW,  THEREFORE,  for  and  in  consideration  of  the 
mutual  covenants  and  agreements  herein  contained  and  of 
the  sum  of  Twelve  thousand  dollars  ($12,000)  and  other 
considerations  to  the  party  of  the  first  part  by  the 
parties  of  the  second  part  in  hand  paid,  the  receipt  of 
which  is  hereby  acknowledged,  the  parties  hereto  hereby/ 
agree- as  follows: 

FIRST:  The  parties  of  the  second  part  have  paid, 
at  the  time  of  the  signing  of  this  agreement,  the  sum  of 
Twelve  thousand  dollars  ($12,000)  to  the  party  of  the 
first  part,  receipt  of  -which  is  hereby  acknowledged-  by 
said  party  of  the  first  part. 

SECOHD:  The  party  of  the  first  part  agrees  that 
he  will  not  sue,  directly  or  indirectly,  any  of  the  par¬ 
ties  of  the  second  part  hereto  to  enforce  any  claim  aris¬ 
ing  out  of  or  relating  to  the  New  York  Phonograph  Company 
by  reason  of  any  of  the  matters  embraced  in  the  fore¬ 
going  settlement  or  adjudication,  or  by  reason  of  any 
covenant  contained  in  the  said  indemnity  agreement,  or  by 


-7- 


S4U. 


reason  of  any  other  agreement  entered  into  at  the  time 
of  such  settlement  by  the  National  Phonograph1  Company  in 
its  own  behalf  or  in  behalf  of  others,  or  by  the  said  Prank 
X*  ■Dyer  in  behalf  of  the  said  National  Phonograph  Company 
or  any  of  the  parties  represented  by  him  therein. 

THIRD :  The  party  of  the  first  part  agrees  that 
he  will  deposit  any  and  all  moneys  which  he  may  collect 
by  virtue  of  his  claim  for  services  rendered  as  aforesaid 
from  any  of  the  persons  or  corpprations  in  whose  hands 
the  proceeds  of  the  said  settlement  may  be  or  come  in  the 
Nineteenth  Ward  Sank  in  the  Borough  of  Manhattan,  City  of 

New  York,  up  to  the  sum  of  - - - - - - 

thousand  dollars  7^ - .)  f  to  be  held  by  said 

Bank  pursuant  to  this  agreement,  wherein  it  is  provided 
that  the  said  moneys  so  deposited  shall  be  held  for  the 
following  intents  and  purposes:  To  indemnify  and  hold 
harmless  the  parties  of  the  second  part;,  and  each  of  them,, 
as  indemnitors,  from  any  and  all  liability  arising  from 
the  execution  of  said  indemnity  agreement  by  said  National 
Phonograph  Company  and  from  any  and  all  claims  and  demands 
whatsoever  which  may  be  made  on  it  or  them,  directly  or 
indirectly,  by  any  of  the  persons  from  whom:,  the  said 
Hymam  or  his  heirs,  executors  or  administrators,  may 
collect  all  or  any  part;  of  the  said  proceeds  of  the  set¬ 
tlement  above-mentioned!  by  reason  of  his  lien  or  cause  of 
action’ for  services  as  aforesaid. 

FOURTH:  The  said  Hyman  agrees  that  he  will  execute 


8 

and  deliver  to  the  party  of  the  second  part,  on  the  sign¬ 
ing  of  this  agreement,  a  general  release  releasing  each, 
and  every  jobber  and  dealer  above  referred,  to,  and  also  a 
general  release  releasing  all  the  parties  of  the  second 
part  hereto  as  hereinbefore  provided  for. 

S’IS’TH:  It  is  further  agreed  that  if  the  Bald 
Hyman  shall  procure  releases  in  the  form  hereto  annexed'1 
and  markedExhibit  A,  in  favor  of  the  National  Phonograph 
Company,  from  any  persons  or  corporations  fr™  v'hom  he 
shall  collect  all  or  any  part  of  his  claim  °n  account  of 
his  professional  services  rendered  as  af°resnid,  and  shall 
forthwith  deliver  such  releases  to  the  said  National  Pho¬ 
nograph.  Company,  its  successors  or  assigns,  then  and  in 
such  event  the  said  Hyman  need  not  deposit  the  moneys 
so  collected  from  the  persons  giving  said  releases. 

SIXTH:  The  parties  hereto  hereby  agree  that 
it  is  their  intention  to  have  retained  on  deposit  only 
such  sum  as  shall  be  sufficient  in  amount  to  indemnify  and 
hold  harmless  the  said  National  Phonograph  Company  against 
any  claim  arising  out  of  the  collection  of  the  said  sum 
on  deposit  and  for  which  no  release  has  been  procured  and 
delivered. 

SEVENTH:  (a)  The  party  of  the  first  part;>  f°r 

himself,  his  personal  representatives  and  assigns, ,  hereby 
agrees  that  he  will  not,  at  any  time,  in  the  future,  sue 
to  enforce:-,  against  any  of  the  parties  of  the  second  part 


hereto,  the  rights,  if  any,  which  he  obtained  by  virtue 
of  the  following  letter:: 


"New  York,  March  26,  1906. 


"Samuel  F.  Hyman ,  Esq.  , 
302  Broadway, 

New  Yerlc. 


"Dear  Sir: 


"In  consideration  of  the  payment  to  this  Company 
of  the  sum  of  Five  thousand  dollars  ($5,000)  per  year, 
for  the  term  of  two  years,  payable  in  equal  monthly 
instalments  in  advance,  on  the  26th  day  of  each  month, 
we  hereby  grant  to  you  and  your  assigns,  the  exclusive 
right  to  use  Edison  phonographs  and  supplies  in  the 
State  of  New  York  for  the  automatic  slot  machines 
for  public  amusement  purposes,  under  the  terms  and 
conditions  provided  for  in  our  exclusive  contract 
with  the  North  American  Phonograph  Company  and  its 
successors  and  assigns. 


"Yours  truly,, 


"James  I>.  Andem, 

General  Manager. 


"Approved 

H.  15.  Funston, 

Vice  President.  " 


(b)  The  party  of  the  first  part  further  agrees 
that  he  will  deliver  to  the  parties  of  the  second  part 
on  the  signing  of  this  agreement  an  assignment  of  any  and 
all  rights  whatsoever  obtained  by  the  party  of  the  first 
part  thereby,  which  assignment,  ho'.v.ever,  shall  take 
effect  only  when  the  party  of  the  first  part  shall  have 
settled,  compromised,  adjusted  or  otherwise  satisfied), 
his  claim  against  said  New  York  Phonograph  Company  or  its 
officers,  directors,  agents,  servants  or  attorneys  by  rea¬ 
son  of  any  services  rendered  by  said  party  of  the  first 
part  to  the  said  New  York  Phonograph  Company. 


10 


(c)  The  party  of  the  first  part  agrees  that, 
if  any  action  shall  be  brought  by  the  party  of  the  first 
part  against  the  New  Yorlc  Phonograph  Company  or  its  offi¬ 
cers,  directors,  agents,  servants  or  attorneys,  individual¬ 
ly  or  as  such,  by  reason  of  any  rights  whatsoever  arising 
out  of  said  letter  of  March  26,  1906,  he  will  not  enforce 
the  same  against  any  property  of  said  New  York  Phonograph 
Company,  except  such  as  said  NSv;  York  Phonograph  Company 
shall  be  entitled  to  by  reason  of  the  aforesaid  settlement, 
or  by  reason  of  the  wrongful  distribution  of  the  proceeds 
thereof  by  its  then  officers,  directors,  agents,  servants 
or  attorneys,  or  any  of  them. 

EIGHTH:  The  National  Phonograph  Company,  for  itself 
and  on  behalf  of  the  stockholders  whose  stock  of  the  Now. 
York  Phonograph  Company  it  owns,  agrees  to  execute  and 
deliver  a  general  release  of  any  and  all  of  the  matters 
arising  out  of  the  settlement  aforesaid,  if  and  when  the 
said  Hyman  shall  request  the  same,  to  the  New  York  Phono¬ 
graph  Company,  or  fto  its  officers  and  directors  as  such  or 
as  individuals,  or  to  its  stockholders ,  or  to  any  other 
persons  or  corporations  from  whom  the  said  Hyman  may  col¬ 
lect  any  of  the  proceeds  of  the  settlement  aforesaid  on 
account  of  his  claim  for  professional  services  rendered  to 
said  New  York  Phonograph  Company. 

NINTH:  It  is  further  agreed  that  the  National 
Phonograph  Company,  immediately  upon  claim  or  demand  being 
made  upon  it  by  reason  of  the  terms  of  said  indemnity 
agreement,  t'o  pay  or  discharge  any  claim:  arising  therefrom, 
will  promptly  notify  the  said  Hyman  of  such  claim  and 


11 


permit  him  to  conduct,  at  his  own  expense,  the  defense  of 
any-  ac  tion  or  proceeding  or  appeal  so  'Drought  on  account 
of  auiu  indemnity  agreement;  PROVIDED,  however,  that  the 
National  Phonograph  Company  shall  have  the  right  to  retain 
counsel,  at  its  own  expense,  to  act,  for  it  and  participate 
imany  such  action,  proceeding  or  appeal;  and  it  is 
agreed  that  the  said.  National  Phonograph  Company  will  not 
pay  any  sum  of  money  under  said  indemnity  agreement  with¬ 
out  the  consent  of  the  said  Hyman  until  after  the  final 
determination  of  such  action;  and  in  the  event  that  the 
said  Hyman  and  the  counsel  of  the  said  National  Phono¬ 
graph  Company  cannot  agree  a3  to  whether  any  such. claim 
or  demand  based  on  said  indemnity  agreement  shall  be  con¬ 
tested,  then  the  said  Hyman  shall  have  the  right  to  deter¬ 
mine  -whether  or  not  such  contest-,  shall  be  made  by  said 
National  Phonograph  Company,  provided  the  said  Hyman 
deposit  with  the  Bunk  above-named  the  further  sum  of  One 
thousand  dollars  ($1,000)  as  indemnity  to  the  said  Na¬ 
tional  Phonograph  Company  against  any  damages  and  costs 
arising  on  such  action;  proceeding  or  appeal;  it  being 
the  intention  of  the  parties  hereto  that  the  said  Hyman 
shall  personally  bear  the  costs  and  expense  of  any  3uch 
action,  proceeding  or  appeal,  including  the  cost,  if  any, 
of  procuring  a  bond  on  appeal  to  stay  any  execution  that 
may  be  issued  against  said  National  Phonograph  Company 
on  account  of  any- judgment  so  appealed  from.  If  at  any¬ 
time  an  appeal  be  taken  as  above  provided!  from  any  judg¬ 
ment  entered  against  the  National  Phonograph  Company  on* 
account  of  any  liability  arising  out  of  said  indemnity 


12 


agreement,  then  and  in  such  event  the  said  National 
Phonograph  Company  may  use  such  portion  of  the  deposits 
then  in  the  hank  above-named,  as  may  be  necessary  (not 
exceeding,  however,  the  amount  of  the  judgment  so  appealed: 
from))  as  collateral  security  to  secure  a  bond  staying  said 
injunction  on  appeal. 

TENTH:  If  at  any  time  the  said  Hyman  shall  de¬ 
liver  to  the  National  Phonograph  Company  general  releases 
from  all  those  persons  from  whom  he  shall  have  collected 
any  money  by  reason  of. ‘which  any  liability  on  account 
of  said  indemnity  agreement  may  exist,  then  and  in  such 
case  the  said  National  Phonograph  Company  agrees  that  it 
will  forthwith  consent  to  the  return; and  delivery  to  the 
said  Hyman  of  all  the  moneys  so  deposited  as  aforesaid, 
and  on  the  presentation  and  offer  to  deposit  uncondition¬ 
ally/  such  release  or  releases  to  the  National  Phonograph 
Company  with  it  or  with;  the  depositary,  the  said  moneys 
shall  be  paid  over  to  the  said  Hyman  (and  upon  such  de¬ 
posit  the  same  shall  constitute  sufficient  warrant  to  the 
said  depositary  to  pay  over  the  moneys  then  on  deposit  to 
the  said  Hyman),'  and  upon  paying  over  the  said  moneys  as 
aforesaid,  the  said  depositary  shall  be  released  from 
any  liability  whatsoever  to  the  parties  hereto,  their 
personal  representatives,  successors  or  assigns. 

ELEVENTH::  The  parties  hereto  hereby  agree;  that  the 
execution  of  this  instrument  or  of  any  instrument  executed 
in  connection  herewith)  by  the  above-named  Samuel  E.  Hymam 


14 


OUmj 


On  this  ' — ; - 9-*^  -  day  of  January,  in  the 

year  NirteEeeriaTIjandred  and  Ten,  before  me  personally  came 
j/fimiR I.  F.  iHYtvTA^^tome^lmoYm.  and  known  to.  me  to  be  tmnzbaro 
of  the  individuals  described  in  and  who  executed  the  fore¬ 
going'  instrument  ,.  and  "^a^ouly-. acknowledged  to  me  that  he 
.  executed -the  same.,;  '  >  ,  ' .  _  '  > 


STATE  OF  w 

COUNTY  OF  rfXlss-f- 


k —  day  of  January,  in  the 

and  T^n,  before  me  personally  came 
r  known,  who,  being  by  me  duly  sworn,, 


That  he"  reside^  in  , 


J  \^l>uudz^  Qui^ctaxj'i/ .  ;  1 

that  heA-w»s  the^Bftoi-o^nry  of  the  National -Phonograph  " 
Company  the  corporation  described,  ini  and  which  , executed  * 
the  foregoing'  instrument.;  that  he  knew  trie,  seal  of" said 
'  'corporation ;■  that  the  seal  affixed  to  said/  instrument 
V  was-such,. corporate-, seal;  that  it  was  so  affixed  by 
order  of  the ‘Board  of  Directors  of  said' corporation, -and ' • 
that  he  signed  his  name*? thereto'  by  like  'order.-1 

•  ip.,7ryi^U^y 

And  the  sa id^Alpho^c-e  Yb-otoo.  further  said  that 
he  was -acquainted  with  Frank- L., Dyer  and  knew,  him  to'  .be 
the  President-  of v the  said  National  Phonograph  Company; 
that  the  signature  of  the  said  frank  I.  Dyer  subscribed  to 
the  within  instrument  is  in  the  genuine  handwriting  of 
the  said  Prank  X.  Dyen-and  was  subscribed  thereto- toy.: like 
order  of  said  Board, of  Directors, , anrL  in  presence  of  him, 
v  the  said  Alphonse  Wes tcer~£^4e/t^  .  • 

... 


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[ATTACHMENT! 

EXHIBIT  "B  " . 

THIS  AGREEMENT,  made  this  8th  day  of  April,  1909, 
between  the  National  Phonograph  Company,  a  corporation 
organized  and  existing  under  the  laws  of  the  State  of  New 
Jersey,  party  of  the  first  part,  and  the  New  York  Phonograph 
Company,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  York,  party  of  the  second  part, 

WITNESSETH: 

WHEREAS,  the  party  of  the  second  part  has  agreed 
to  release  all  the  causes  of  action  which  it  has  against 
certain  alleged  jobbers  and  dealers  of  the  National 
Phonograph  Company,  for  which  suits  are  now  pending, 
brought  by  the  said  New  York  Phonograph  Company  in  the 
State  Courts  of  the  State  of  New  York,  through  Samuel  P. 
Hyman,  its  attorney,  for  the  sum  of  twenty  thousand 
($20,000)  dollars  ,  upon  the  express  condition  that  the 
said  National  Phonograph  Company  is  to  indemnify  and  hold 
the  said  New  York  Phonograph  Company,  its  successors  and 
assigns,  harmless,  from  any  and  all  claims  which  the  said 
Samuel  P.  Hyman  may  have  against  the  said  New  York  Phono¬ 
graph  Company  for  services  rendered  in  said  suits. 

NOW  THEREPORE,  in 'consideration  of  the  sum  of 
One  Dollar  ($1)  to  the  party  of  the  first  part  in  hand 

I  paid  by  the  party  of  the  second  part,  the  receipt  whereof 
is  hereby  acknowledged,  the  party  of  the  first  part  cove¬ 
nants  and  agrees  with  the  party  of  the  second  part  to  hold 
it  and  its  successors  and  assigns  harmless  against  any  reco 
ery  which  the  said  Samuel  P.  Hyman  may  obtain  on  acoount  of 


[ATTACHMENT] 


-2- 

pxofesaional  services  rendered  by  him  to  the  said  New  York 
Phonograph  Company  in  the  said  suits  brought  by  the  said 
Samuel  P.  Hyman  as  attorney  for  the  New  York  Phonograph 
Company  in  the  State  Courts  of  the  State  of  New  York,  ■. 
against  the  alleged  jobbers  and  dealers  of  the  National 
Phonograph  Company;  and  the  said  National  Phonograph  Company- 
further  covenants  and  agrees  to,  upon  the  request  of  the 
party  of  the  second  part,  pay  the  said  Samuel  P.  Hyman  the 
amount  of  any  recovery  obtained  by  said  Samuel  P.  Hyman  an 
account  of  such  services. 

This  agreement  is  made  by  the  party  of  the  first 
part  upon  the  representations  made  by  the  party  of  the 
second  part  as  to  the  contract  existing  between  it  and  the 
said  Samuel  P.  Hyman,  providing  for  the  prosecution  of 
said  suits  contained  in  the  agreement  made  the  3rd  day  of 
April,  1909,  by  and  between  the  New  York  Phonograph  Company 
and  Prank  L.  Dyer,  acting  on  behalf  of  Thomas  A.  Edison,  the 
National  Phonograph  Company,  the  Edison  Phonograph  Com¬ 
pany  and  the  Edison  Phonograph  Works. 

IN  WITNESS  WHEREOP,  the  parties  hereto  have 
caused  this  instrument  to  be  signed  by  its  respective  Presi¬ 
dents  and  their  corporate  seals  affixed  by  their  respect¬ 
ive  Secretaries  the  day  and  year  first  above  written. 

NATIONAL  PHONOGRAPH  CO. , 

By  PRANK  L.  DYER, 

President . 

Attest: 

A.  WESIIB, 

Secretary. 

(Seal)  NEW  YORK  PHONOGRAPH  CO. 

By  JNO.  P.  HAINES, 
President. 


TO  ALL  TO  WHOM  THESE  PRESENTS  SHALL  COME  OB  HAY  CONCERN, 

G  R  E  E  T  I  IT  G  : 

KNOW  YE  that  I,  SAMUEL  P.  HYMAN,  of  the  Borough 
of  Manhattan,  City  and  State  of  Nfew  York,  for  and  in 
consideration  of  the  sum  of  One  hundred  dollars  ($100) 
and  other  valuable  consideration  to  me  in  hand  paid  by 
THOMAS  A.  EDISON,  EDISON  PHONOGRAPH  COMPANY,  EDISON 
PHONOGRAPH  WORKS,  NATIONAL  PHONOGRAPH  COMPANY  and  PRANK  L. 
DYER,  acting  for  and  in  behalf  of  jobbers  and  dealers  ihi 
Edison: phonographs  and  supplies  in  the  State  of  New  York 
against  whom  I  have  heretofore  brought  suit  in  the  name 
of  the  New  York  Phonograph  Company  as  plaintiff  in  the 
Supreme  Court  for  Westchester  County,  the  receipt  of 
which  is  hereby  acknowledged,  have  remised,  released, 
quit-claimed  and  forever  dischargedi,  and  by  these  presents 
do,  for  myself,  my  and  each  of  my  heirs,  executors,  ad¬ 
ministrators  and  assigns,  remise,  release,  quit-claim  and 
forever  discharge  said  Thomas  A.  Edison,  Edison  Phonograph. 
Company,  Edison  Phonograph  Works,  National  phonograph 
Company  and  Prank  L.  Dyer- and  the  jobbers  and  dealers 
above  referred  to,  and  each  and  all  of  them-,  and  their, 
and  each  of  their  respective  heirs,  executors,  adminis¬ 
trators,  successors  and  assigns,  of  and  from  any  and  all 
manner  of  action  or  actions,  cause  or  causes  of  actions, 
suits,  debts,  dues,  sums  of  money,  accounts,  reckonings, 
bonds,  bills,  specialties,  covenants,  contracts,  contr.o-- 
versies,  agreements,  promises,  variances , trespasses^ 


2 


judgments,  extents,  executions,  licenses, 'Claims  and  dar 
mands  what  soever,  in  law  or  in  equity,,  which  against  the 
said  Thomas  A.  Edison,  Edison  Phonograph  Company,  Edison 
■phonograph  Works,  National  Phonograph  Company,  Prank  I» 

Dyer  and  the  jobbers  and  dealers  above  referred  to,  or 
any  of.' all  of  them,  I  ever  had,  now  have,  or  which  X"  or 
any  of  my  heirs,  executors,  administrators  or  assigns 
hereafter  can,  shall  or  may  have  for,  upon  or  by  reason 
of  any  matter,  cause  or  thing  whatsoever,  from  the  beginni  ig 
of  the  world  to  the  day  of  the  date  of  these  presents. 

The  foregoing  release  is  made  by  me  and  accepted 
by  the  National  Phonograph  Company  upon  the  condition 
that  the  execution  thereof  by  me  shall  not  affect  in  any 
way  whatsoever  anjr  cause:  of  action,  right,  claim  or  de¬ 
mand  whatsoever  which  X  or  my  heirs,  executors  or  adminis¬ 
trators  may  have  against  any  person  or  corpora tiom  whom¬ 
soever,  other  than  the  corporations  and  individuals  men¬ 
tioned  herein  and  the  jobbers  and  dealers  referred  to 
herein-  or  any  of  them;  excepting,  however,  such  dealers 
or  jobbers  as  may  have  received  any  part  of  the  proceeds 
of  the  Pour  hundred  and  twenty-five  thousand  dollars 
($425,000))  paid  on  the  settlement  between  the  New  York 
Phonograph  Company  and  James  L.  Andenr.  and  the  parties 
whom  they  represented  on  the  one  part:,  and  ThomasrA.’ Edisoi 


Edison  Phonograph  Company,  Edisom Phonograph  Works, 

National  Phonograph  Company  and  Prank  L.  Dyer  - on  the  other 
l T%Lo  SO 

pant!,  on  April  8,  1909. 

IN  WITNESS  WHEKEOE  X  have  hereunto  set  my  hand 


KNOW  ALL  MEN  BY  THESE  PRESENTS: 


That'-  WHEREAS  X  have  heretofore  entered,  into  the 
following  contract:  with  the  New  York  Phonograph  Company, 
a  corporation  of  the  State  of  New  York!: 

"New  York,  March  26,  1906. 

"Samuel  F.  Hyman,  Esq.  , 

302  Broadway, 

New  York. 


"Dear  Sir: 


"In  consideration  of  the  payment  to  this  Company 
of  the  siim  of  Five  thousand  dollars  ($5,000)  per  year, 
for  the  term  of  two  years,  payable  in  equal  monthly 
instalments  in  advance,  on  the  26th  day  of  each  month, 
we  hereby  grant  to  you  and  your  assigns,  the  exclusive 
right  to  use  Edison  phonographs  and  supplies  in  the 
State  of  New  York  for  the  automatic  slot  machines 
for  public  amusement  purposes,  under  the  terms  and 
conditions  provided  for  in  our  exclusive  contract 
with  the  North  American  Phonograph  Company  and  its 
successors  and  assigns. 


"Approved! 


"Yours  truly,, 

"james  L.  Andem, 

General  Manager. 


H.  Vu  Puns  ton, 

Vice-President. " 


AND  WHEREAS  I  now  desire  to  assign  to  the  National 
Phonograph  Company  all  the  rights  whatsoever  obtained  by 
me,  if  any,  in  and  by  virtue  of  said  foregoing  contract 
of  March  26,  190.6.-; 

NOW,  THEREFORE,  for  and  in  consideration  of  the 
sum  of  Five  hundred  dollars  ($500)  and  other  valuable 
considerations  to  me  in  hand  paid  by  said  National 
Phonograph  Company,  the  receipt  of  which  is. hereby  acknow¬ 
ledged!,  I  do  hereby,  for  myself  and  my  and  each  of  my' 
heirs,  executors  and  administrators,  sell,  assign),  trans- 


fer-and  set  over  unto  said  National  Phonograph  Company, 
its  successors  and  assigns,  the  said  contract  and  all 
rights  obtained  by  mether sunder. 

I  hereby  covenant  that  I  have  never  assigned  the 
foregoing  oontraot  nor  any  interest  therein',  to  any  persom 
or  corporation  whomsoever. 

This  assignment  is  made'  to  talcs  effeot  pursuant 
to  the  terms  and  conditions  contained  in  a  certain  agree¬ 
ment  entered  into  by  me  this  date  with  Thomas  A.  Edison,, 
National  Phonograph  Company,  Edison  Phonograph  Company, 
Edison  Phonograph  Works,  and  Prank  I»  Dyer,  representing 
all  the  jobbers  and  dealers  in  Edison  phonographs  and 
supplies  in  the  State  of  New  York,  which  agreement  was 
executed  in  triplicate-original  and  one  of  said  tripli¬ 
cates  deposited  with  the  Nineteenth  Ward  Bank  in  the 


COUNTY  03?  HEVJfQSi:,  SS: 


On  this O-iy  - -  day  of  January,  in  the 

year  One  Thousand  Nine  Hundred  and  Ten,  before  me  person¬ 
ally  came  SAMUEL  F.  HYMAN,  to  me  known  and  known  to  me  to 
be  the  individual  described  in  and  who  executed  the 
foregoing  instrument,  and  he  duly,  acknowledged  to  me  that 


iHsmoiiQHS  sort  k..kpiitg  various  eolusxoits  uK®jfi  ooirowL  yon  tie 

PKODUOTIOII  OS’  PICKET,  IFLAKD. 

ITLAKE 

Uiokel  fflootrolyt  o. 

Tho  iliokol  solution  viiioh  la  host  adopted  fro  tho  fmoclos  vSiioh  you  are 
ualnG  la  a  solution  of  niokal  sulphate  c  ontalning  some  sodium  culphato, 
v/hloh  sodium  sulphnto  may  amount  to  iqtf  of  tho  total  solids  in  the  solution 
The  moot  dasirablo  conditions  Ore 
Metallio  ITioIcol  26  gross 

“  Copper  not  above  ,032  grtans 
"  Iron  "  "  .104  « 

Tlioao  proportions  are.  for  ono  (l)  Litre  (1000  oc)  of  solution. 

Do  not  allow  tho  Iron  and  ooppor  in  a  corrootod  hath  to  oxoead  the 
figures  civon  above.  She  ITioIcol  oontont  way  vary  slightly  above  or1 
boiou  the  above  figure  (SB  groms).  it  must  on  no  uaoount  bo  allowed  to. 
drop  below  20  gross  per  1000  oo  of  solution.  If  this  be  allowed  to  happen 
the  deposited  ma*cil  will,  ooeludo  Hydrogen  and  become  brittle. 

Anodes 

The  Hicks 1  anodes  which  you  tiro  using  havo  a  composition  approximating 
tho  following  figures.  Analysis  based  on  first  lot  of  Anodos  v/hioh  were 
oast  by  Goldsmith  in  Honoris. 

ITioIcol  97.16 
Copper  As  &Sb  .23 

Iron  .76  ' 

Graphite  &SI0 

1.82 


Those  anodos  when  working  g^vo  off  a  sludno  composed  of  Arsonio ,  Antimony, 
Graphite,  Silica,  Baaio  forrio  sulphate  end  forric  hydroxide.  ShiB  sludge 
must  Tje  kept  from  oontaot  v/itli  tho  cathode.  By  a  ouitaBlo  diaphragm  suoh 
as  is  now  in  use,  or  tho  resulting  mote-1  will  Bo  rough  and  full  of  holes. 
Tooporaturo  of  ITiakol  KLoctrolyfco  must  Bo  kept  at  or  aBovo  104  veil  and 
nuBt  not  cccoood  140  Bah.  Solution  should  Bo  stirred  froquontly  so  that 
tho  touporaturo  throughout  noy  Bo  uniform  and  thus  insure  a  uniform  deposit 
as  records  thickness. 

Tho  accumulation  of  onodo  alimo  Should  not  Bo  allowed  to  extend  Beyond  one 
wo  ok,  Tho  Bottoms  of  tho  crooks  should  then  Bo  cleaned  very  thoroughly 
mod  any  sliao  adhering  to  tho  orocks  must  Bo  washed  off  with  a  little 
diluto  sulphuric  ooid,  1  part  66  Beg.  acid  to  10  ports  water. 

Copper  on  Anodes  . 

If  ooppor  should  Bo  carried  oyor  By  Bad  drum  to  suoli  an  vr-t ant  that 
tho  solution  is  spoiled  and  copp-r  roduood  on  the  anodes,  removes  anodos 
from  tho  Bath,  mdh  off  all  traces  of  niakel  sulphate  with  water,  and 
immerse  anodos  in  a  10  to  15J?  solution  of  Cyanide  of  Potash  to  dissolve 
tho  copper.  XS/licn  anodos  arc  froo  from  ooppor,  wash  them  free  from 
Cyanide  of  Potash  with  a  jot  of  water,  and  replace  thorn  in  tho  crook.  Bo 
not  put  tho  oloanod  anodos  into  an  impure  solution  of  tho  ITiokel  Bulphato, 
i.o.  a  solution  containing  ooppor,  as  tho  oopper  will  again  Bo  reduced 
By  tho  nickel.  Do  not  use  llitric  Acid  to  oloor-  ITickol  Anodes  on  which  there 
ia  roduood  ooppor.  Bo  not  under  any  conditions  sorapo  or  Brush  the  anodes 
or  allow  them  to  dry  in  the  air,  if  tho  r-nodas  must  for  tiny  reason  stand 
In  tho  air-  keep  than  wot  By  pouring  a  little  water  oyer  thorn  at  frequent 
intervals..  j 

Spaed  of  rotation  of  the  drums.  ,  } 

Tho  arms  while  Iliokol  is  Boinc  depositod  should  rotate  at  a  spood  of 


BO  B.P.II.  A  liicJicr  spend  than  this  should  bo  avoided  unless  the  metal 
shows  a  tendency  to  "bum"-  Shown  by  tho  appearance  of  black  r.tr enks.  She 


appearance  of  theoo  Btrocko  without  nacsinr  at  the  cathode,  may  bo 
overcome  by  increasing  tho  speed  of  rotation.  If  the  appoai'nnco  of  those 
Btrsoks  is  accompanied  by  gassing,  tho  addition  of  5  to  10  oo  of  Ha  S04 
C6  deg.  to  20  gallons  of  oolution,  with  tho  oaae  addition  on  appear 07100  of 
the  sane  streaks,  will  oorreot  the  trouble. 

itSACglOIT  OP  UIQICCL  LLBOghOLT.ro. 

Should  bo  very  slightly  acid.  She  point  is  attained  by  adding 
to  tho  oorreot od  solution,  that  in  after  tho  iron  and  ooppor  havo  b«on  rv;  tvr 
removed  and  tho  oontent  of  Uickol  brought  up  to  the  point  otated  on  pago  1 
Of  thooo  inBtruotlons  (SB  grams  par  Liter)  of  2(30  00  of  Sulphuric  acid, 

53p.  Or.  00;.9  9B  fa  ns  204.  After  tho  addition  of  this  acid,  otir  the 
aolutlon  thoroughly  bo  tho  acidity  of  tho  ool.  Shall  be  uniform  throughout. 
Hie  solution  la  now  ready  for  uocu 

if  vhilo  in  uoo  the  roaotion  of  the  .bath  is  ohannod  and  the  fro  acid 
absorbed  by  an  excess  of  natal  pa seine  into  solution  or  by  combination 
with  tho  iron,  tho  fact  is  at  onoo  da  own  by  tlio  tendency  of  tho  dopo  cited 
matal  to  burn,  appearance  of  block  ctroaks  oto.  men  thia  happens,  add  to 
th,o  solution  ouocoBoivo  portions  of  (3-  10  oc  oaoh  of  112  204  till  tho 
ot rooks  do  not  appoar.  Stir  well  after  each  addition  of  K2  204. 

Specific  Gravity  of  ’Tide ol  ELootrolyto 

Should  be  bat  wo  on  1050  and  1075.  3?or  ordinary  tootine  a  good 
hydrometer  is  sufficient.  Bauma’  n  Hydrometer  for  heavy  liquids-  soiflo 
1000  to  1200. 


4 

Differ onoe  of  speolfio gravity  in  anode  and  oathodo  oompartmonts. 

It  my  happen  under  oortedn  conditions  that  tho  oontont  of  Hiokol 
in  tlio  oathodo  compartment  nay  drop  oonoidorahly  bolow  that  required 
for  tho  normal  working  of  tho  hath,  vfiiioh  is  indioated  hy  gassing  (without 
streaks),  thin  deposit  etc.  To  guard  against  this  the  solution  in  each 
comportment  Should  ho  compared  hy  moans  of  u  hydrometer}  if  difference  in 
speoifio  gravity  la  Shown  tho'  diaphragm  should  ha  removed,  freed  from  BlimP 
and  iron  hy  washing  v/ith  water  and  dilute  H2  B04  (i  part  aoid  10  water) 

Anodo  Surface. 

Jivo  anodes  of  tho  nine  now  in  use  present  sufficient  surface  to  hoop 
tho  hath  in  good  working  order.  In o  ana  the  tondonoy  of  tho  deposited 
nickel  to  burn. is  persistent,  and  not  oorrootod  hy  solution  of  acid  (as 
stated  ahovo)  remove  one  of  tho  srnodaa. 

Washing  of  Drums. 

To  insure  that  tho  drams  are  being  thoroughly  washed  and  reduoo  the 
contamination  of  tho  baths  to  tho  smallest  amount,  tho  wash  water  from 
tho  drvms  should  ho  tested  frequently.  Prooood  as  follows: 

To  tost  the  wash  water  aft  or  the  drums  havo  roaoivad  a  deposit  of  niokol. 
Hold  a  clean  dish,  under  tho  drum  as  it  passes  from  the  wash  stand  to  the 
Copper  vat,  and  oolleot  seme  of  the  drippings  (10  oo)  Pour  this  into 
a  tost  tubo  ,  and  add  2  or  3  drops  of  Ammonium  Sulfide,-  a  block  precipitate 
or  darkening  of  the  solution  will  indioato  that  ITiolcol  is  being  oarriod 
into  tho  copper  olcctrolyto.  Compare  this  oolor  with  tho  standard  tube, 
which  I  have  prepared  far  this  tost.  if  color  is  ddopor,  you  should  pay 
moro  attention  to  tho  washing. 


5 

To  Toot  Drums  after  copper  has  "boon  flop o sit od.  Collcot  wash  v/at or  aa 
instructed  above.  Pour  10  cc  into  toot  tuba  and  odd  '2  drops  of  porro- 
oyaniflo  of  Potash.  Comp  tire  -with  standard  ao  in  ease  of  ITiokel.  If  your 

test  indicates  moro  ooppor  than  standard,  look  for  the  dofoot  in  the  wash 
stand  wifl  oorroot. 

Height  of  Dlootrolytos. 

Keep  tho  lavol  of  tho  oleotrolytoo  above  tho  tops  of  the  drains. 

This  applies  to  all  tho  baths,  Ooppor,  lliokol  and  Iren.  Do  not  undor 
any  oonditions  allow  tho  ooppor  to  got  below  the  odgo  of  tho  drum,  as  thio 
will  allow  ITioVol  to  doposit  on  lliokol  and  cause  trouble  at  tho  soparefcora. 
JJtako  up  all  loss  in  tho  bath  fron  evaporation  with  distilled  water,  end 
roplnoe  all  solution  oarried  out  by  tlio  druns,  v/ith  froetti  solution  of 
equal  strength.  At  least  30  gals,  of  rosorvo  olootrolyto  {  Copper  and 
lliokol)  should  bo  kept  on  hand* 

Amount  of  ITickol  which  may  bo  taken  fron  olootrolyto  boforo  it  is _ 

nocoossary  to  oorreot.-  300  layers  is  about  tho  safo  limit. 

Tootinp;a  and  oorreotion  of  lliokol  Blootrolytoo. 

Take  50  oo  of  the  solution  add  10  co  of  C.  P.  Hydroohloric  Acid, 

Op,  Gr.  1.2,  dilute  to  850  oo  and  pans  Hydrogen  Bulfido  Gas  into  tho 
solution  until  it  small  a  strongly  of  it.  V/am  for  10  minuto  s  and  filtor. 
Boil  tho  solution  freo  from  Bydrogon  Sulfido,  add  0  oo  Hiti'ic  Aoid,  boil  5 
minutos,  add  excess  of  ammonia,  koop  warn  10  minutes  and  filtor,  A 
prooipitato  indioateo  iron. 

To  oorreot  tho  ITlokol  Elootrolyto. 

All  olimo  and  insoluble  nr-ttcr  must  bo  removed  from  the  solution  boforo 
you  attempt  to  do  anything  else.  Havo  solution  cold. 


Add  Sulfur  1q  Acid  in  the  proportion  of  1  Litre  1000  oo  for  every  50  calls, 
solution.  Pass  Hydrogen  Sulfido  gas  till  col.  block one  load  ncotato  paper. 
Shut  off  £ao,  rains  temp,  to  100  P.  Pi It or.  Boil  out  tho  Hydrogen 

Sulfido  nndlet  oool. 

Uco  v/oolon  bags  to  filter  out  ooppor.  ...✓ 

"  ootton  bags  "  "  "  iron. 

To  remove  iron  from  thr  bath  it  is  ncoonaary  to  uso  Sodium  Hypochlorite 
and  Hiokol  o  mb  on  at  o.  Prepare  thoso  as  bolow, 

Hiokol  Carbonate  . 

20  gallons  lliokol  sulfate  solution  from  Silver  T,ako f  bring  to  a  boil, 
add  gradually  a  B&turatcd  solution  of  Sodium  Oarbonato  (Soda  ASh)  till  at 
tho  ond,  a  fro oh  addition  of  carbonate  will  produoe  no  furthor  preolpitato. 
Allow  tho  precipitated  nickel  Carbonate  to  sottlo,  and  siphon  off  tho 
oloar  liquid.  Add  distilled  water  to  tho  precipitate,  stir  woll,  allow  to 
settle,  siphon  off  oloar  solution.  Hopoat  washing  as  inotruotodabove. 

To  tost  when  the  washing  is  c  onplcto  put  nomoof  the  oloar  solution  from 
which  tho  Hiokol  Carbonate  has  settled  into  a  test  tube,  add  a  for/  drops 
of  Barium  Chloride,  and  in  casa  thoro  are  sulfates  in  solution  you  will 
got  either  a  white  cloud  or  a  hoavy  precipitate,  depending  on  tho  onount 
of  sulfates.  If  tho  Tiarium  dolor ide  does  not  produce  a  prooipitato  it  will 
Show  that  tho  washing  la  oomplote. 

Sodium  Hypoohlorito  . 

Dissolve  5  pounds  of  good  Chloride  of  Lima  in  20  gallons  of  distilled 
water.  Brook  up  all  lumps  and  agitato  thoroughly,  x,ot  settle  and  decant 
oloar  solution  into  a  oloan  orook.  How  add ■  to  this  clear  solution, 
stirring  after  each  addition,  ^eatur^ed; solution  of  Sodium  carbonate 


7 

until  no  further  proolpitato  in  produced.  Allow  to  settle  conplotaly, 
transfer  to  a  carboy.  Bo  careful  that  only  tho  oloar  solution  ia  put 
into  aar'poy.  ICoop  out  of  sunlight , away  fron  stocrapipos,  end  hoop  tho 
stopper  in  at  oil  tines. 


So  correct  ITiohol  solution  fron  iron. 

Tsho  500  oo  of  solution  on  which  to  figure  proportions  for  top  tank. 

The  no  at  einnlc  toot  for  tho  mount  of  Ilypoahlorito  which  is  noadod  to  o;:i- 
diao  tho  iron  in  any  scrapie  of  tho  niokol  olootrolyts  is  as  follows:  gaho 
several  portions  of  100  oo  each,  add  to  tho  first  .1  to  .2  oc  Hypo  fron 
onrboy,  to  tho  second  double  tho  weight  addod  to  the  first  and  oontinuo 
in  tho  acrao  proportion  of  inoroaso  -with  the  third,  fourth  -nd  fifth. 
Houtrallr.o  oooh  one  of  tho  temples  with  Sodiun  Garhonato  end  boil  10  ninutoo. 
Filter  off  precipitate,  and  prooood  to  tost  gaoh  of  tho  filtrates  for  iron, 
by  boiling  a  few  ninutos  after  tho  addition  of  a  few  drops  of  T'itrio  acid 
and  adding  on  access  of  Aranonia. 

Solcot  tho  sanpls  vjhloh  ia  freo  fron  iron  and  in  v/hioh  tho  snallost 
proportion  of  Iiypoohlorito  has  boon  usod.  Inoroaso  tho  proportion  to 
correspond  to  500  00  of  Electrolyte  and  boil  10  ninutos.  How  add  carefully 
Nickel  oarbonato  prepared  oooordinG  to  instructions  above,  until  tho  solu¬ 
tion  is  just  neutral.  lloto  oarofully  tho  weight  of  tho  Niokol  carbonate;;-:;,, 
paste  used. 


Measure  tho  voluno  in  gallons  of  sol.  in  tho  top  tank  b 9  referring 


to  the  following  table. 

gable  showing  no.  of  gallons  oorrsunonding  to  inches. 
In.  Gals.  In.  Gals.  In.  Gals.  In.  Gala.  In.  Gals. 

1  9.7  6  60.2  11  106,7  16  155.2  21  203.7 

.  2  19.4  7  67.9  12  116.4  17  164.9  22  213,4 

3  29.1  ■  8  77.6  13  126.1  18  174,6  23  223.1 

4  38,8  9  87,3  14  135.8  19  164.3  24  232.8 

5  40. 5  10  97.0  15  145.5  20  194  25  242.5 


In.  Gala. 

26  252.2 

27  261.9 
23  271.6 

29  281.3 

30  292.0 


Multiply  tho  number  of  co  of  Hypoohlorito  solution  and  tho  number  of  grams 
of  iTiahal  carbonate  paoto  by  7.06  and  thin  produot  by  the  number  of 
gallons  of  ITiokol  oolution  in  the  tank  v/hioh  lo  to  bo  treat od. 

Afbor  Coppor,  Aroonio  ond  Antimony  hay:  boon  removed  from  oolution 
and  Hydrogen  Sulfide  boilod  out  allow  to  cool  and  prooood  to  ran ovo  tlio 
iron.  Havo  oolution  cold.  Add  the  Sodium  Hypochlorite  aa  dotorminod 
above.  Bring  solution  to  a  boil  and  continue  to  boil  ono  half  hour.  Tho 
solution  is  now  ready  to  neutralise  by  adding  tho  Hided.  Carbonate,  which 
Should  bo  added  in  small  port i ono  at  each  time.  V/hon  tho  vflaolc  of  tho 
ITiohcl  (jarbonato  is  added  continue  boiling  to  ospodiato  tho  decomposition 
of  it.  .Ao  a  rulo  SO  minutes  boiling  will  bo  sufficient  to  throw  out  tho 
iron. 

Allow  tho  liquor  to  settle  and  filter  through  ole on  cotton  begs.  When 
filtering  is  crop lot e  odd  to  tho  solution  300  co  of  G6^  Sulfuric  mid,  stir 
thoroughly  to  ink:  tho  acid  in  tho  solution.  Tho  bath  is  now  ready  for  yco. 


T  ft  0  U  B  L  li  0 

3-anr]:  piokai  flpnoolt  .  ,Oauoe_-_too  much  copper  In  the  nickel  vat  due  to 
defective  drum,  or  inefficient  v/ndiing.  Remedy  -  Short  circuit  the 
drua  at.onoo,  romovo  solution  fr c®i  vat,  clean  ooppor  from  anodes.  Put 
fresh  sol.  in  vat  and  start  plating  from  it.  Do  not  use  mot a!  which  in  dark 
in  oolor  from  the  above  oauoo. 

Blhok,  Gt rocks.  cause-  Alkaline  reaction  of  tho  bath..  Tjuok  of  nickel 
in  tho  solution.  Speed  of  drums  too  low.  Remedy-  Add  5  oo  of  312804 
60  deg.  B£.  to  tho  vat  containing  20  to  gr>  gallons  oloctrolytc.  If 
trouble  p  or  cists  speed  up  tho  drums  for  a  time.  Examino  apse  if  io 
Gravity  of  tho  solution. 

3*  SlM  deposit  or  thinner  at  top  than  at  bottom,  caused  by  uneven 
concentrated  or  temperature  of  solution.  Remedy-  stir  bath  thoroughly  with 
a  paddle. 

4*  figRS^rable  surface  tension  of  deposited  motm .  caused  by  Deposition 

of  Hydrogen  with  tho  nickel,  too  much  iron  in  bath,  cold  nickel  electrolyte 
(below  104P)  end  leek  of  proper  adhesion  of  tho  cement  copper.  This 
surfaoo  tension  is  Generally  shown  by  a  now  bath,  and  will  disappear 
after  washing  some  time. 

5*  — °-Gl  ^PQ-g^.  •beoono  granular  that  is  not  smooth-  Shows  a  grain  and. 

fools  rough,  c^use-  too  muoh  ooppor  and  iron  in  tho  solution,  causing 
looal  action  at  oathodo.  Romedy-  Change  electrolyte. 


10 

<3,  Hiohol  do  no  til-!:  shows  fine  onooho  onroad  over  tho  surface.  This  io 
tfco  o  ec inning  of  above  trouble  (5)  and  should  not  bo  allowed  to  aot  worse. 
Cauco  and  remedy  ao  above. 

7.  Deposited  metal  io  brittle  Cause-  iron  in  solution  or  loo’:  of  acid 
in  bath.  Remedy-  if  reaction  of  bat'-  io  acid,  examine  sol.  for  iron, 
if  considerable  iron  is  present  add  to  tho  vat  <30-20  oo  of  a  saturated  sol, 
of  Chlorine  caa  in  v«ter.  This  will  ooaso  tho  projections  and  |*lttlenosss 
to  disappear  at  least  temporarily,  and  should  bo  repeated  in  case  tho  trou- 
blo  appoars  af;ain. 


To  prepare  th;  solution  of  chlorine  v/ator. 

Tolce  about  1  os.  of  ifluutcnnooa  dioxide,  put  into  a  flush  and  cover 
v/ith  500-  400  oo  oomoroial  Hiriatio  no  id,  heat  and  pn3s  tho  evolved 
C&.a  into  diotillod  wutor  until  it  smailo  otroncly  of  tho  gas.  Jfeop  a 
larco  bottle  of  this  solution  on  hrnd  at  all  tinoc.  Use  us  above.  Do  not 
use  thi3  solution  unions  reaction  of  bath  is  first  nado  aoid. 


When  start  inn  a  fresh  JTiofcol  bath  it  m<£y  happen  that  the  deposited 
motal  ohov/s  a  tondonoy  to  burn.  Remedy-  out  tho  current  down  to  150  omP°ros 
and  oontinuo  at  this  ro.to  for  5-  G  layoro,  tlion  raise  tho  current  to  175 
azgporoo  and  hold  this  rate  for  0  to  G  layers  moro,  then  raise  to  200  amperes, 
whioh  is  tho  most  suitable  rate. 


Connor  Plating  Path 

To  preparo  this  bath  dissolve  copper  sulfato  in  250  Gallons  of 
distilled  wator  until  specific  gravity  stands  at  1170  to  1100.  How  add  50 
pounds  Sulfuric  acid,  ^ath  io  now  ready  to  use  and  dll  civo  n°  trouble 
i§.  tho  followinc  simple  precautions  are  observed. 

1.  Keep  up  thq  oontont  of  oop.por  in  the  bath,  by  adding  copper 


*t  13. 

aulfnto  at  least  tv/ioo  a  vr.ok,  and  at  the  onmo  tine  odd  0  pounds  Sulfuric 
Acid  06  doc*  Bi). 

2.  Koop  all  saotalo  other  then  oopporn  and  lead  out  of  contact  with 
this  solution* 

3,  if  blaol:  slim  forms  on  tho  anodes  remove  from  bath,  and  v/ipe  them 

oloan  with  cloth  and  replace  .  so  not  allow  tlsm  to  or.idlso  in  air. 

4.  A  oonoldorable  variation  in  tho  voltage  of  tho  copper  hath  while 
moto.1  is  boinc  deposited  indioatoo  that  copper  is  heinc  deposited  by 
secondary  reactions  and  is  duo  primarily  to  a  oonoldorable  deposition 

of  Hydrogen  oausod  by  too  much  acid  or  not  enough  ooppor.  Remody-  bring 
UP  tho  ooppor  in  t’ o  sol.  t  tho  right  emount  by  adding  ooppor  sulfate. 

If  tho  amount  of  oopper  is  3  mown  to  bo  up  to  standard,  orccnino  anodes  for 

ollmo  v.iiioh  if  presont  should  bo  removed  an  stated  under  3. 

5.  Keep  tho  level  of  tho  solutions  above  tho  tops  of  tho  drums  as 
instructed  on  pago  5. 

6.  This  bath  will  stand  SJ58  amp  or  os  but  no  more.  200  enporos  in  safer. 
Oonrrr  hip  Solution 

2f>0  gallons  distilled  water'.  Crystallised  copper  nulfato  sufficient 
•to  bring  gravity  to  1170. 

Keep  this  solution  to  gravity  by  tiro  addition  of  ooppor  sulfate. 

It  is  not  necessary  to  do  anything  to  this  solution  o:  to  opt  hoop  up  tho 
strength,  and  filter  out  insoluble  matter  twioo  each  month. 

TJno  only  distilled  water. 

Koop  oovorod  when  not  in  uso. 

Iron  Bath 

This  is  a  solution  of  iron  and  ammonium  sulfate  in  distilled  water. 
Speoifio  gravity  1100  to  UDO. 

This  solution  is  quiohly  oxidised  by  oontaot  with  the  air,  and  rihould  bo 


<3  12 

It  opt  oovorofl  v/hcn  notin  use. 
filter  once  ©very  week. 

ICoop  iron  anodes  oloan  as  possible. 

Toat  Gravity  with  Hydrometer  onoo  every  wool:-  if  low  dissolve  iron  and 
emmonium  sulfate  till  gravity  is  right , 

Uqo  only  distilled  water, 

2ofo?o  deposit ins  the  first  layer  from  above  sol.  stir  thoroughly  with  a 
paddle.  Do  this  with  caoh  crook. 

Have  surface  of  drums  chemically  oloan  beforo  depositing  iron* 

Sonar at ina  tho  triple  el  from  tho  Copper. 

Tlao  punohod  flal;o  should  bo  ceeamined  with  miorosoopa  frequently  to  mdko 
sur*o  that  tho  machines  0.-0  doing  their  wort:  properly,  and  not  clinching 
tho  metal  together. 

Hor  each  pound  of  Copper  ITiokol  stool:  toko  10  pounds  of  solution 
mode  up  as  follows 

s;?  copper  Sulfate 
Vf/>  Ammonium  Sulfate 
50^  SO  dog.  Aqua  Ammonia 
40^  Water  All  by  weight 

Use'  a  good  grade  of  Axionium  Sulfate. 

In  oaso  you  are  using  recovered  Ammonia  from  tho  still,  the  proportions 
will  bo 

GJj  Copper  Gulf at o 
5/1?  Ammonium  Sulfato 
90  fj  18  -  19  deg.  Ammonia. 

loss  of  Ammonia  from  tho  separating  apparatus  should  bo  prevented 
by  suitable  covers. 


^  13 

Exraaijjo  contents  of  Bopoirators  ovary  novv  and  again  to  coo  how  process 
la  coins  forward.  If  the  fiako  remains  in  the  apparatus  oft or  the  aopa- 
ration  io  finished,  it  Yiill  ho  curled  up  and  givo  a  oonsidornblo  proportion 
of  "fines". 

VThon  the  separation  la  complete asindioatod  *oy  tho  appuarwnos  of  a  sample, 
that  in  when  it  feels  soft  and  shows  no  ooppor,  withdraw  on  average  sample, 
worth  free  from  ooppor,  dry  and  examine  under  tlio  microscope  for  oopper, 
also  unaeparntod  pieces,  If  tlio  sample  oho v/o  no  oopper  color  and  tho 
separation  sooras  oojspleto,  dissolve  1  crisis  in  Hydrochloric  Acid  20  co  diluto 
to  2ii0  oc  r«*mt  and  pose  Hydro®  sn  •sulfide  gao  till  copper  io  all  downt 
wash  precipitate  till  nickel  i o  all  out  with  H2S  viator.  Dissolve  ooppor  in 
0  co  aqun  rogia,  neutralise  with  *.JH4  Oil  and  add  10  oc  excess.  Conjpare  the 
strength  of  thin  Ditto  color  with  *v  standard  sample,  jf  color  is  vjortser 
than  standard  poos  tho  flake  ;,.a  separated. 

Transfer  finite  to  oontrlfuco  and  *3*1  to  out;-,  ciscoes  of  copper  It  Aaaonia. 
v/ash  repeatedly  with  3D  doc.  Ammonia  water  until  u  sample  of  the  v/arth  liquor 
token  from  tho  bottom  of  oontrlfuco  gwoh  no  boat  for  ooppor  with 
Potassium  ferrooyanido  au  foliovis: 

Toko  o ample  of  wash  water  in  toot  tube,  add  a  drop  of  dilute  nitric  acid  and 
2  or  3  drops  of  tho  ferrooyunid  sol.  if  Ooppor  is  present  thoro  will  bo 
a  rod  brown  oolor  dcvcl'Opsd.  (  -^ado  the  above  tost  and  am  familiar  with 
flame  A.B.K.) 

How  continue  washing  with  viator  until  a  sample  of  wash  liquor  does  not  ehov i 
an  alkalino  reaction  with  red  litmus  paper  and  gives  no  odor  of  Ammonia 
when  boiled. 

How  remove  flake  from  oontrifugo  and  transfer  to  40  gallon  or  oak,  and 
cover  it  with  20  gallons  of  viator  containing  l/2  pound  Itttrio  Aold.  Allow 
to  Book  15  minutes.  Separate  from  tho  bulk  of  the  acid  and  viarth  free 
from  aoid  with  pure  water.  The  add  solution  may  be  used  again. 

Drive  off  water,  transfor  to  pans  and  dry. 


rtcooyery  of  Ammonia  and  Copper  .oy.ido.  froa  snent  solution. _ 

2cioh  of  the  absorbers  should  ho  filled  2/3  full  of  water.  Bee  that 
all  ohaofc  valvoB  arc  in  cwd  working  order. 

PUu  inoo  the  ho  11  inf  still  two  pails  of  v/asto  pot as!:  solution  fron 
tho  testing  department.  fill  half  full  of  tto  solution  from  the  ntorage 
tarlc,  tint!  boil  slowly  till  tho  stem  has  no  odor  of  ammonia,  Avoid  any 
'  consider ohlo  pressure  beyond  what  is  needed  to  force  the  gas  through  tho 
apparatus, 

2ho  recovered  ammonia  should  tost  fron  ir>  to  19  dec.  Bo  .9 'Hi  to  ,939 
3p.  Or1. 

Draw  tho  solution  off  rend  lot  settle  in  a  orook,  tho  clear  solution 
of  sulfato  of  potash  goes  to  the  sewer,  the  oopper  orcido  1#  treated  as 
under  recovery  of  copper  sulfate. 

Do  not  run  oold  ammonia  liquor  into  a  hot  still  unless  valves  are  open. 

See  that  all  check  valves  work  before  you  start  apparatus,  and  test  thorn 
while  still  is  in  operation, 

Mooyary  of.  Copp:r  Sulfato  from  Copoor  Oxide 

mi°  oopper  oxide  is  first  7/aohed  free  from  sulfato  of  potash,  then 
diosolvod  in  Sulfuric  aoid,  Insoluble  matter  is  settled  out  and  the 
solution  boiled  down  till  Gravity  is  over  1200.  Hun  off  into  oryetalising 
ptm  end  allow  to  cool,  then  the  crystals  a ret  scraped  up  on  to  a  o  oar  sc 
screen  and  allowed  to  drain,  then  dried  in  tho  sun.  This  oopper  sulfato" 
mey  bo  used  to  koep  up  tho  strength  of  the  copper  baths  and  in  making  up 
solution  for  separators. 

Tost  wash  water  from  oopper  oxide  with  Barium  chloride-  the  prooonoo 
of  sulfate  is  shown  by  a  white  preoipitoto. 


Platinis  drums  vrlth  Hick  el. 

Drums  need  not  "bo  polished,  but  should  bo  free  from  tool  narks. 

Glean  with  ben?.ino,/dry. 

?ut  into  IB/if  solution  of  Cytinido  0f  Potash  for  10  minutes, 

Wash  with  water. 

Put  into  copper  sulfate  solution  of  nano  o exposition  that  you  are 
using  for  the  regular  deposit  of  ooppor. 

Plato  ono  hour  at  20  amperes. 

Wash  v;lth  v/ator. 

Put  into  Hiokel  bath,  which  is  a  solution  of  ITiokol  Ammonium  Sulfate 
of  Specific  gravity  0  Bo.  icoop  temperature  at  104  doc*  and  plate  16 
hours  at  20-  26  amps. 

Stir  solution  frequently  and  rotato  the  dram  several  revolutions  every 

hour, 

wash.,  dry  and  c°  ovor  tho  surfaoo  with  ooarso,  medium  and  fine 
emery  cloth.' 

Current  density  ani  tine  of  deposit  in  tho  different  baths, 

JTickol  300  ampere  minutOD,  l.o.  200  amperes  1  1./2  ninutos  or  its  equivalent. 
Copper,  300,  tanporo  minutes  200  aoporoominl/s minutes  or  its  equivalent. 
Iren,  100  cutpores  3/4  minute, 

ITiokol  Sulfate  from  Silver  T.ako 

The  opooiflo  gravity  should  be  olose  to  1.136  to  1,140  and  the 
content  of  nickel  ohould  he  about  49  crams  per  liter. 

Do  not.  assume  the  purity  of  -this  solution,-  toot  it  for  oopp  -r  and  iron 
before  you  use  it. 

Por  use  in  making  up  tho  Hlokol  elootrolyto,  dilute  it  with  on 
equal  volume  of  distilled  wator 


Aqua  Arnonia  20  doc*  Kooli  drum  alioulcl  he  tootod  at  least  with  a  hydroo- 
otor  v/h*n  roooivod.  If  lot;  test  it  is  not  worth  0  cento  per  pound. 


Harry  F.  Miller  File 
Letterbook 


This  letterbook  covers  the  period  January  1908-May  1916,  with  one 
additional  item  from  1 907.  It  consists  of  correspondence  and  memoranda 
pasted  or  pinned  into  the  book,  as  well  as  numerous  loose  items.  Included 
are  incoming  letters  addressed  to  Miller  and  Edison;  copies  of 
correspondence  sent  by  Miller  on  Edison's  behalf;  handwritten  memoranda 
from  Miller  to  Edison;  and  handwritten  instructions  from  Edison  to  Miller.  The 
items  from  1908  illustrate  Miller's  assumption  of  secretarial  duties  after  the 
suicide  of  John  F.  Randolph.  Among  the  correspondents  are  longtime 
Edison  associates  Sigmund  Bergmann,  Frank  L.  Dyer,  Edward  H.  Johnson, 
and  Josiah  Reiff.  There  are  also  letters  to  and  from  Thomas  A.  Edison,  Jr., 
William  Leslie  Edison,  and  other  family  members,  including  Nellie  Edison 
Poyer  and  Charles  F.  Stilwell.  The  spine  is  stamped  "Letters."  The  book 
contains  498  pages  and  an  index;  many  pages  are  blank.  Approximately  80 
percent  of  the  documents  have  been  selected. 


4 


QjlJL.JU~s  “t niu^  t&&»  kflU* 

<3^-<2-«-t-C<w  ^  ^-<w~'i‘  <1 

■p>  ':?^<xo4-^(«^  ujietxk«-CB  ct  **~JU/&( 


Tftn.  L.  EdiBon,  Esq., 

Marehallton  P.  0., 

Delaware . 

Dear  Sir: 

Your  letter  of  the  1st  inat.  addreneed  to  W.  H.  Miller, 
ia  evidently  intended  for  me.  It  will  be  impossible  for  me  to  ooraply 
with  your  request  ;  to  hold  up  letterB  addressed  to  Mr.  Edison, 
concerning  yquraelf.  ' 

My  inBtruotions  are,  to  bring  to  Mr.  Edison' b  immediate 
attention,  all  letters  received;  and  until  these  inBtruotions  are 
changed,  I  will  oarry  them  out. 

Yours  very  truly, 

Secretary. 


J.  C.  REIFF, 

20  BRoad  Street. 


■elephone,  764  Rector. 


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ROYALTY 


Deutsche  Edison  Akkumulatoren  Company. 

To  he  paid  Quarterly.  Last  statement  December  31,  1907. 
See  agreement  dated  September  28,  1905,  in  P,  L.  Dyer's 
Office. 


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(X  &iUatu 

TKe  Edison  Portland  Cement  Co. 

X.  Telegraph,  Freight  and  Passenger  Station,  NEW  VILLAGE,  N.  J.  SALES  o 

1K.I.HM.MIKNT  PHILAOfiLPHIA,  Pa.,  Rfl 

Kan  icr  a  i  ir  PITTBOURQH^PAm  Mi 

p.  o.  address,  STEWARTSVILLE,  N.  J.  NEW*"“' "■ J"  u" 


Dear  Mr.  Edison; 

I  have  made  an  arrangement  with  Mr.  H.  C. 
Stephens,  Phillipsbutg,  IT,  J.,  to  take  charge  of  the  necessary 
missionary  work,  manufacturing  and  installation  of  the  giant 
rolls  in  connection  with  various  crushing  plants.  Mr.  Stephens 
will  report  to  us  for  work  between  Nor.  15th  and  20th,  and  in 
accordance  with  our  conversation,  I  have  agreed  to  pay  him  a 
salary  of  $200.00  per  month  and  necessary  traveling  expenses 
and  have  told  him  that  if  he  makes  a  decided  success  of  this 
work  and  handles  it  so  that  it  is  satisfactory  to  us  that  I  have 
no  doubt  but  what  we  can  do  better  for  him  in  the  future. 

I  understand  that  you  will  carry  Mr.  Stephens  on  the 
laboratory  pay  roll,  charging  his  expenses  against  the  royalties 
which  we  will  receive.  If  this  is  in  accordance  with  your  under¬ 
standing,  please  so  advise  Mr.  Randolph, 


WSM-RBS 


TBe  Edison  Portland  Cement  Co. 


is.  STEWARTSVILLE.  ] 


Mr.  Harry  P.  Miller,  Trees.,  j 


^BSSrC 


July  17,  1908.  u 


Please  find  attached  carbon  c  qay  of  my  letter 
to  The  Woodruff  &  Pauech  Stone  Co.  of  even  date.  As  per 
my  letter  of  yesterday  to  you^wki^h  Mr.  Mallory  approved 
thle  morning,  referring  to  hlsVlehl^you  to  finance 
the  expense^  account  of  the  IdisonN^rush^r  Business 
instead  of  my  having  to  draw  on  them  dt  New\illage 
nimiitlui„  when  I  need  the  money  ,~*l  beg^tVask  you  to 
kindly  send  The  Woodruff  ft  Pauech  Stone\o/\ieck\f or 
♦125.00,  expense  money  referred  to,  which^borVowecL 
of  them  on  Mr.  Sdi  son's  account,  on  July  3rky^hey  \ 
very  kindly  let  me  have  the  cash  and  I  would  apfcrec la te\ 
it  if  you  would  kindly  mail  them  a  check  at  yoS^arlie^f> 
convenience.  The  Woodruff  ft  Pauech  Stone  Co.  will^rj' 
bably  very  eoon  eign  up  a  big  contract  with  ue  for  tM 
installation  of  an  Wdlecn  Crusher  Plant. 

Thanking  you  in  advance,  I  am, 

Yours  very  truly, 


fenagfer,  Edison  Crusher  Business 


252?  Pronged  Aurmtr 
(fllcttrlmib,  (Ohin 


1 hit  Wo'f 


fca,  iA, 


l 


43 


I'UANK 


MEMORANDUM 


E.  *.  Millar 


12/31/08, 


ELD/TVW 


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•  _ _ _ _ _ - — ~ 


[ATTACHMENT] 


x^oursea  at  the  rate  of  §15.00  per  week.  Will  you  See  t*ttt  the 
checke  referred  to  are  sent  to  W.  L.  ».  I  think  hie  requeat  to 
withhold  deducting  the  §15.00  weekly  until  March  is  reasonable. 
I>LD/IV/W  3P.  L.  D. 

Enc"  ‘Uk/S 


arch  is  reasoiiab! 


&womtt(X&jU<nu 

TRe  Edison  Portland  Cement  Co. 

,  rJ*traph.  Freisht  and  Paaacngtr  Station,  NEW  VILLAGE,  N.  J.  P'i'laoclphuTpa.?  A^cndVlllidlni 

~r  jRffiKnW:: 

p.  o.  address,  STEWARTSVILLE,  N.  J.  SSSSi^'tsS:  sSSlf,! 

February  l,  1909. 


Dear  Mr. 

After  very  careful  consideration  by  Mason 
and  myself,  W(J  j^ve  decided  to  dispense  with  the  services  of 
Stephens,  8o  given  him  thirty  days'  notice  today.  In 

the  meantime  Wa  have  made  an  arrangement  with  Howard.  Williams 
to  take  up  *orlc  bo  that  we  will  not  allow  it  to  suffer. 

M^jion  was  at  TomkinB  Cove  on  Saturday  and  met 
all  the  Tom]£ln8  cove  people  and  learned  that  while  they  are 
vary  much  intgr*8ted  in  the  proposition  they  do  not  plan  to 
do  anything  thi*  year  other  than  get  their  general  plans  out, 
decide  on  thB  t/j>a  of  machinery  and  be  ready  to  install  it 
next  fall  andwtl)ter,  so  do  not  think  that  letting  Stephens 
go  will  in  any  *ay  affect  this  prospect. 

Aff  I  told  you  the  other  day,  Stephens  has 
reached  the  p0irlt  where  he  absolutely  pays  rio  attention  to 
instructions  Wy,tfn  him  by  Mason  or  myself,  and  in  view  of 
certain  recent  developments,  we  have  concluded  it  was  unwise 

to  go  on  with  hl|fl  sny  longer. 


Yours  very  truly, 


"NN^VVS^  isSlSLcrr^/ 

V4>. 


790 


MEMORANDUM 


V 

Mr.  Harry  j.  Miller:  /Wfo  &*  6/21/09. 

Regarding  the  attached  <Let ter  from  Mr.  Macdonald, 
which  I  have  discussed  with  Mr.  "Edison,  please  arrange  to  send 
him  a  check  to  the  order  of  J.  J.  Kennedy  for  $50.00,  to  cover  our 
contribution  for  the  month  of  June,  and  let  him  have  a  similar 
check  to  the  order  of  Mr.  Kennedy  on  the  first  day  of  each  month 
until  X  advise  you  to  the  contrary.  In  writing  Mr.  Macdonald 
sending  the  check  each  time,  it  will  only  "be  necessary  to  say  that 
the  check  is  sent  in  accordance  with  my  instructions.  This  is 
a  matter  of  confidence  and  is  to  he  <djurged  to  Advertising  • 

KLD/l TO  S.  L.  X).  | 

Tine- 


July  %  1910, 


The  amount  of  your  contribution  to  the  Board  of 
Censors  for  the  month  of  July,  1910,  amounts  to  $39.13.  As 
this  contribution  is  payable  to  the  Censors  on  or  before  the 
14th  instant,  I  will  ash  you  to  send  me  your  cheque  for  the 
above  amount  before  the  date  mentioned. 

I  am  dividing  this  contribution  pro  rata  over  the 
licensed  manufacturers  and  importers,  according  to  the  total 
number  of  reels  released  each  week ,  so  that  there  will  be  no 
surplus  after  paying  the  monthly  contribution  to  the  Board 
of  Censorship, 

As  any  change  in  the  number  of  reels  released  each 
week  by  the  licensed  manufacturers  and  importers,  will  affect 
this  pro  rata  division  of  the  contribution,  it  will  be 
important  for  manufacturers  and  importers  to  inform  me  of  any 
increase  or  decrease  in  their  weekly  releases. 

Until  any  change  in  the  weekly  releases  takes  place, 
the  amount  of  your  contribution  each  month  will  be  $39,13,  and 
should  be  sent  to  me  before  the  14th  of  each  month. 

Yours  very  truly, 


998 


5? 


Which  ’gvust  ©owjHwnj  of 


n.  towiam,  , 

T.  W.  Hartshorns,  [An 
Henrv  M.  Myrick,  f 


jYew  Yorh> . July  .  13  th.,.. .19  Q9, . 


Mr.  H.  E.  Miller,  I  lU<-4  ^  '( 

Secretary  Thomas  A.  Edison  Company  \ 

Orange,  H.  J.  eany>  a  , 

Dear  Sir;-  ’  jiU*  ^  a *7^ 

a,  d  d  J°  °r  8«*  i»“-  »*inC  d'L,t  M«le  y/,*. 

,  dsa“ll“-”f  *  -  «*  **■»*  cell.et.d  *  thl0  00w  a,'irt 
tee  under  the  Indenture  made  by  Mr  iVHn 

date  of  Tuna  With  tMs  Con®any  under 

26,  1907,  for  the  benefit  of  Madeleine  Edison  and  other/ 

(seeTsth  l7  "  that  thB  Pr°ViSi0nS  °f  8ald  *»■*  ’ 

7  P‘“  *>•>  “  *■  that  t„. 

::  ::  :::  mr  r  auain'd  -  -  -  *— — 
r;:-rrz." 

rH==--=' 

interest  remaining  one-half  of  said  net  income  and 

**” — *»  -  - « -  -  - 

~~  « ,o  :r  7 11  atw  *** 

W  -  May  11,  Z  1  '  ;  t”°“'  “f 

oauaetad  after  tJ  J‘  "\T  ^  ””  ““  ^  ^ 

»d  the  ott^Z^Ta.  _  “d  °"-h‘lr  *«  ■**•!». 


/"*  ^  Youra  truly,  j 


s-half  to  Thomas  A.  Edison. 


998 


I'l  tclif,  ijfafef  ^ 

1c  l  IWt  jk^^A  * 

4c  tf  Scjc/S'  JbeuJi  .s 

Solicit  f*  uw  M*& .  t^M  ynx^u. 

•  >  'fkrryo* '  of# 


143  n  yi 

’■  --’I  7f  Of 


4f>?  i.7  So  3 


^  Po^aUl,  %rf  JU,c 

j*  *  £<*tfS  4,  Jd^u., 

f-J-rnj  4t*fa  Lf  .M,  f  X 

AV  A<"<- 

<£*a^  o/^aa-coK,  ClCljJ'J. 

$13*1X1131 

--  $*&**&!  V 

£ 


/5  3-Cyf  tfS 
Hsjijoo* 
S-yJ  i~y  j 
/JVb  »  .  . 

AH?*'*'? 


4&**^ot*£  J%rrJs 

111^1 60,3 4  t*CeA*!^'^<f.- : 


Ztffr  y.rXuo 


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f  I  f  76  , 

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foccw.j<y  j^cAiUciud.  iiT] pMS 


cjyo  SyJ'S  * 


Mr.  Petor  J.  HughOD, 

Philadelphia,  Pa. 

Dear  Sir: 

You  etate  that  the  Auto  Transit  Co.,  a  Pennsylvania  corpora, 
tion,  hao  a  total  capitalisation  of  $1,000,000.00,  divided  into 
$300,000.00  nfo  cumulative  preferred  stock  and  $700,000.00  common 
stook,  all  fully  paid  and  non-aoeeaflahle.  Regarding  the  common 
Btook,  $300,000.00  thereof  waB  iaauod  aa  a  bonus  to  effeot  the  sale 
of  the  preferred  stock  and  $400,000.00. was  issued  for  a  license 
but  was  transferred  to  you  and  now  stands  in  your  name,  therefore 
the  control  of  the  oompany  is  in  your  hands.  The  company  has 
$100,000.00  in  6%  first  mortgage  bonds,  all  of  which  have  been 
issued.  The  physical  aoBeta  of  the  oompany  amount  to  $378,000.00, 
made  up  of  45  motor  buses,  power  plant  and  machinery,  all  figured  at 
cost  without  depreciation.  The  as Bet a  also  include  an  exclusive 
franchise  for  999  years  to  run  buses  on  Broad  Street,  Philadelphia, 
and  Diamond  Street  to  Pairmount.Park.  You  state  that  the 
present  owners  of  the ; preferred  stock  will,  sell  the  same  at  twenty- 
fine  cents  on- the  dollar,,  including  an  equivalent  amount  of  common 
stock,  i.e., $300, 000.00  preferred- stock  and  $300,000.00  oommon 
stock  for  $75,000.00  in. cash. .  You  desire  to  raise  $75,000.00 
to  carry  this  deal  through.  I  am  willing  to  subscribe  $10,000.00 
in  dash  at  any  time  after  my  return  from  my  Western  trip,  and  within 


J-  ty  Mco 


Peter  J.  Hughes.  (2)  8/Z0/°8* 

sixty  days  from  the  date  hereof,  upon  the  understanding,  however, 
that  all  of  the  statements  above  made  are  oorreot  and  that  you  raise 
the  balance  of  $65,000.00  or  obtain  bona  fide  subscriptions  therefor 
before  my  subscription  is  made.  The  understanding  is  that  my 
subscription  of  $10,000.00  will  be  secured  by  the  issue  to  me  of 
$10,000.00  in  the  bonds  of  the  company  at  par  and  $40,000.00 
common  stock  of  the  oompany  at  par. 

I  also  beg  to  confirm  tho  statement  which  I  have  made  to  you, 
that  in  case  the  present  subscription  is  taken  up  and  provided  you 
remain  in  control  of  the  Auto  Transit  Oo.,  I  will  axrango  to  have 
the  Edison  Storage  Battery  Co.  furnish  its  first  heavy  batteries 
for  the  trucks  of  the  Auto  Transit  Co.,  the  price  thereof  to  bo 
horeaftor  agreed  upon. 

Please  confirm  this  letter,  in.  order  that  I  may  know  that 
its  torms  are  fully  understood  by  you. 


Ui'viu- 

jn~- HU  — f  *— <  ^  Ilf  r8^ 

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67 


Sigmund  Bergmann,  Esq., 

4  Somme rstrasse, 

Berlin,  W.  Germany* 

"  I  warn  you  that  Rogers  is  not  a  good  manager  of 
men,  we  had  to  take  all  management  away  from  him 
and  use  him  only  as  an  experimental  tool-maker. 

He,  however,  has  all  the  experience  that  we  have 
gone  through  and  will  Be  a  great  assistance  to 
you  in  getting  the  new  cell  in  commercial  shape. 

You  may  depend  iq>on  it  that  the  new  cell  is  a 
great  success  and  will  have  a  future  that  we.  little 
appreciate  now.  I  could  sell  1000  p9r  day  if  I 
could  only  make  them,  instead  of  the  200  being  made. 
We  hope  in  three  or  four  months  to  reach  600  daily* 
(Signed)  HdiBon. 


Original  sent  in.  Mr;.  Edison's  handier  It  ing-peno  il- 
yellow  pad.  Sent  to  above  addressr-addressed  private . 


79 


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a**  ^- fczr%£: 
AAAAAAAZ  &  *£z  &£^<&y.  •^-'^fe 


Mr.  Thomas  A.  Edison, 

Llewellyn  Park,  Orange  I F.J. 
U.  S.  A. 


After  haring  cleaned  up  and  reduced  the  plant 
and  expenses  of  the  Deut  Bohe  Edison  Co.,  in  accordance  with 
your  advice,  and  making  a  thorough  investigation,  I  find  that 
Kammerhoff  has  simply  acted  very  reckless  not  alone  in  paying 
too  high  wages  and  not  producing  enough  for  the  money  spent, 
hut  also  hy  ordering  enormous  quantities  of  suoh  material, which 
should  have  been  ordered  from  month  to  month  end  it  will  tided 
us  more  than  a  year  to  use  this  up. 


If  I  would  have  let  Kammerhoff  go  three  years  ago,  as 
I  had  intended  and  then  shut- down  the  plant,  1  think  I  would  have 
saved  a  lot  of  money  and  reputation. 


In  Bhort-,  I  want  to  say  that  he  simply  pulled  the  wool 
over  my  eye s  right  along  just  for  the  sake  of  drawing  his  salary 
and  when  he  realized  this  would  not  work  any  more,  he  departed. 


Kindly  treat  this  as  confidential. 


. 

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92 


Mr.  H.  F.  Miller:  yU^J  ^  [^jjZ/ 

Mr.  Beaoh  of  the  Federal  Storage  Battery  Car  Co.  asked  j 
for  the  loan  of  the  Ingersoll  Milling  machine  which  was  bought  for 
the  house  job,  laboratory  Shop  Order  #2053. 

I  took  same  up  with  Mr.  Edison  and  ho  said  we  could  loan/ 
him  the  maohine  at  8$  on  the  invootmont  and  10®5  for  depreciation.* 

I  informed  Mr.  Beaoh's  assistant  of  this  and  he  put  up  a  kick  < 
account  of  the  8%  on  the  investment.  He  seemed  to  think  tha .t  6$  was 
ample.  I  told  him  he  had  better  advise  Mr.  Beaoh  to  see  Ur.  Edison 
regarding  this.  However,  he  said  they  would  have  to  have/  the  maohine 
and  would  movo  same  to  Silver  lake. 

I  am  sending  you  this  for  your  information  yS  that  you  can 
bill  them  on  the  investment  and  depreciation.  The  maohine  will  be 
moved  sometime  this  or  the  fore  part  of  next  week/  However,  you  should 
not  charge  them  until  same  iB  installed  at  Silver  lake. 

If  you  will  please  look  up  the  shop  order,  you  will  find  bill 
for  the  Ingersoll  milling  maohine  and  also  e/tra  heads  and  outters  for 
same,  which  tho  Beaoh  Company  will  also  get/ 


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[ITEM  FOUND  IN  BOOK] 


The  several  heads  of  departments  who  have  heretofore 


received  extra  remuneration  in  the  form  of  certain  percentages 
of  royalties  paid. to  the  Hew  Jersey  Patont  Company  have  men¬ 
tioned  to  me  from  time  to  time  the  possibility  of  their  re¬ 
ceiving  anything  from  this  souroe.  Whenever  the  matter 
was  brought  up  I  always  explained  that  the  reason  they  had 
not  been  paid  anything  since  March,  1910,  was  beoause  for 
the  year  ending  February  28,  1910,  considerably  more  was 
paid  them  than  they  were  entitled  to  receive,  and  I  said 
that  it  would  probably  take  a  whole  yoar  for  the  over-payment 
to  be  made  good. 

The  difficulty  was  due  to  a  misunderstanding  as 
to  the  amount  they  should  participate  in.  Your  understand¬ 
ing  was  that  they  should  be  paid  on  a  basis  of  whatever 
money  was  paid  over  to  the  Hew  Jersey  Patent  Co. ,  but  not, 
however,  to  exceed  90$.-of  the  net  trading  profits  on  records. 
As  a  matter  of  fact,  a  very  much  larger  sura  was-.paid  to  the 
Hew  Jersey  Patent  Co.  in  the  year  ending  February  28,  1910, 
and  it  waB  upon  this  sum  that  the  distribution  was  made. 

The  over-payment  was  more  than  made  up  by  90$  of  record 
profits  made  during  the  year  ending  February  28,  1911,  so 
that  there  is  a, small  distribution  due  these  men  as  of  that 
date.  Attached  is  a  list- showing  what  this  distribution 
amounts  to. 


Beginning  March  1,  1911,  the  situation  was  changed 


[ITEM  FOUND  IN  BOOK] 


Mr.' Edison-  2. 

by  the  consolidation  of  the  Edison  Manufacturing  Co.  into 
the  business  and  the  elimination  of  the  Hew  Jersey  Patent 
Co.  It  seems  to  me  only  fair,  in  the  case  of  men  who 
devote  their  attention  generally  to  all  branches  of  the 
business  and  whose  efforts  contribute  to  the  success  of 
all  branches,  that  they  should  participate'  in  the  profits 
of  all  the  branches.  Mr.  Dolbeer  devotes  himself  entirely 
to  Phonograph  sales,  and  it  is  only  fair  that  he  should 
participate  only  in  the  profits  of  the  phonograph  business. 
Mr.  William  Pelzer  is  devoting  his  attention  entirely  to 
the  moving  picture  business,  and  Mr.  Durand  devotes  his 
attention  entirely  to  the  business  phonograph,  and  I  think 
it  only  fair  that  those  two  men  should  participate  only 
in  the  profits  of  their  respective  branches. 

One  question  to  be  determined  by  you  is  whether 
or  not,  in  case  a  man  is  given  the  opportunity  to  partici¬ 
pate  in  the  profits  on  other  lines  in  addition  to  records, 
his  percentage  should  be  decreased.  ‘If  you  look  upon  this 
allowance  in  the  nature  of  extra  compensation,  I  should 
say  that  in  fairness  the  percentage  should  not  be  changed, 
because  if  their  efforts  are  directed  indiscriminately 
to  all  the  lines  and  all  are  profitable,  it  is  immaterial 
where  the  money  comes  from  so  long  as  it  appears  as  profits. 

One  of  the  difficulties  which  was  experienced 
with  the  Hew  Jersey  Patent  Co.  was  that  the  money  turned 
over  to  the  company  in  the  form  of  royalties  appeared 
necessarily  as  income  and  the  net  profits  were  therefore 
subject  to  the  Federal  Corporation  fax.  In  the  past  we 


[ITEM  FOUND  IN  BOOK] 


Mr.  Edison-  3. 

felt  justified  in  reducing  the  gross  income  hy  writing  off 
a  certain  depreciation  fo$  patents,  and,  although  this  sug¬ 
gestion  was  approvod  hy  Ur.  Lyhrand ,  it  might  hare  been 
rejected  hy  the  Government  if  the  question  had  heon  specif¬ 
ically  brought  to  the  attention  of  the  Federal  authorities. 

If  the  profits  of  Thomas  A.  Edison,  Inc.,  are 
paid  in  the  form  of  dividends  they  will  he  subject  to  the 
same  corporation  tax,  hut  this  can  ho  avoided  in  an  entirely 
proper  way  hy  paying  the  money,  otherwise  available  as 
dividends,  to  you  as  a  royalty  under  your  patents  and  for 
your  services  in  inventing  and  experimenting  for  the  com¬ 
pany.  Any  payments  made  to  you  would  therefore  appear  as 
a  proper  charge  against  the  income  or  profits  of  the  com¬ 
pany,  reducing  the  net  profits  to  that  extent,  and  in  this 
way  the  corporation  tax  can  he  brought  down  to  a  practi¬ 
cally  negligible  sum.  Of  course,  any  money  paid  to  you 
as  an  individual  would  not  he  subject  to  this  tax. 

If  you  approve  of  the  above  suggestion  I  would 
recommend  that  a  contract  he  prepared  between  you  and  Thomas 
A.  Edison,  Inc.,  properly  reciting  all  the  facts  and  hy 
which  we  would  agree  to  pay  you  as  royalties  under  your 
patents ,  present  and  future ,  for  the  use  of  your  name  and 
for  your  services  in  inventing  and  experimenting,  not  more 
than  90$  of  the  net  trading  profits  of  the  company.  This 
would  leave  10$  of  such  trading  profits  subject  to  the 
corporation  tdx,  and  on  the  basis  of  §1,000,000  trading 
profit  annually  the  amount  subject  to  the  tax  would  be 


[ITEM  FOUND  IN  BOOK] 


Mr.  Edison-  4. 


§100,000  and  the  amount  of  the 'tax  would  he  §1,000.  Of 
course  this  arrangement  would  ho  subject  to  great  e-lactioity. 
If.  for  example,  we  required  more  money  for  plant,  equipment, 
investment  or  reserve  than  10 $,  any  amount  we  might  use  in 
excess  would  he  practioally  borrowed  from  you.  On  the 
other  hand,  if  you  required  more  money  than  90$,  any  amount 
you  might  take  in  exces's  would  ho  practically  borrowed  from 
US.  Such  an  agreement  would,  however,  definitely  fix  the 
amount  that  would  he  subject  to  the  corporation  tax  end  I 
think  would  adjust  the  matter  in  a  perfectly  valid,  proper 
and  effective  way. 

If  the  above  proposition  is  approved  by  you,  I  would 
additionally  urge  the  following  arrangement  in  viow  of  present 
conditions: 

First:  That  with  the  exception  of  l,lr.  Dolbeer, 

Mr-  V/illiam  Pelser  and  Mr.  Durand,  the  men  heretofore  par¬ 
ticipating  in  the  royalties  of  the  Hew  Jersey  Patent  Co. 
be  paid  the  same  percentage  of  any  money  paid  to  you  as 
royalties  by  Thomas  A.  Edison,  mo.,  but  in  no  case  to 
exceed  90$  of  the  actual  net  trading  profits.  That  Mr. 
Dolbeer,  Mr-  Pelser  and  Mr.  Durand  be  paid  the  same  per¬ 
centages  as  heretofore  received  by  them,  based  on  the 
Proportions  that  the  net  trading  profits  of  their  respective 
branches  bear  to  the  whole. 

Second:  Since  the  actual  trading  profits  cannot 

be  determined  until  the  end  of  the  fiscal  year,  it  would 
be  a  hardship  for  these  men  to  wait  another  year  before 


[ITEM  FOUND  IN  BOOK] 


Mr.  Edison-  2. 

receiving  anything,  because,  rightly  or  wrongly,  they  have 
become  accustomed  to  regard  the  monthly  payments  from  you 
in  the  nature  of  a  regular  compensation  and  some  of  them  I 
hnow  have  difficulty  in  adjusting  themselves  to  the  altered 
conditions.  Therefore,  I  would  propose  that,  at  least  for 
the  present  year,  it  be  assumed  that  the  amount  you  will 
draw  out  of  the  net  profits  and  in  which  they  will  partici¬ 
pate  will  be  at  least  $400,000,  and  that  they  be  permitted 
to  draw  monthly  on  this  basis.  In  other  words,  Mr.  Wilson, 
for  example,  who  now  has  an  allowance  of  1%,  would  be  per¬ 
mitted  to  draw  $4,000  in  monthly  instalments  for  the  year 
ending  February  28,  1912.  Any  other  amounts  that  might 
be  due  could  be  adjusted  at  the  end  of  the  year. 

It  seems  to  me  that  this  would  be  a  fair  arrange¬ 
ment  and  would  not  involve  you  in  any  risk,  and  I  am  sure 
that  it  would  be  a  great  help  to  the  men  involved  and  would 
relieve  them  of  worries  and  uncertainties  that  I  believe  now 
handicap  them. 

Third:  The  comparatively  small  sums  due  for  the 

year  ending  February  28,  1911,  I  urge  should  be  paid. 

The  above  is  written  on  behalf  of  men  who  are 
deeply  interested. 

So  far  as  I  am  concerned,  I  am  willing  to  wait 
until  later,  if  you  want  me  to,  in  the  hope  that  conditions 
will  improve,  as  the  monthly  payments  I  am  now  receiving 
are  all  that  I  need  at  present. 

FID/l V,'W  F.  i.  p. 


[ITEM  FOUND  IN  BOOK] 


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EDWARD  II.  JOHNSON 

NltUL-Y - 


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[ITEM  FOUND  IN  BOOK] 

M 10 19.14 

COPY. 

Copy  of  pencil  memorandum  sent  Johnson,  June  10th  1914, 
in  reply  to  his  letter  dated  June  8th  1914. 

"  E.  H.  J. 

X  SEND  YOU  $200.00...  WHY  DON'T  YOU 
SEND  SOJ.IE  YOUR  FRIENDS  TO  OUR  PLACE  10  FIFTH 
AVENUE  AND  SELL  SOME  OF  THE  NEW  PHONOS. 

(Signed) 

E  " 


To  Mr.  E.  H.  Johnson, 

20  Broad  Street, 


Slew  York  City. 


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RICHARD  W.  KELLOW  FILE 


The  documents  in  this  file  are  organized  in  folders,  numbered  from  1 
through  259.  Each  folder  generally  contains  several  documents  pertaining  to 
a  particular  individual,  business  interest,  business  relationship,  ortransaction. 
The  folder  numbers  correspond  to  the  numbers  on  the  envelopes  in  which 
the  items  were  originally  filed.  Some  folders  are  missing  from  the  sequence. 

The  documents  for  the  period  1899-1910  include  agreements, 
correspondence,  and  other  material  pertaining  to  the  corporate  identity  and 
the  finances  of  the  Edison  Portland  Cement  Co.  and  the  Edison-Saunders 
Compressed  Air  Co.  Also  included  are  items  relating  to  real  estate, 
insurance,  and  royalty  agreements  and  to  the  sale  and  promotion  of  storage 
batteries  and  electric  vehicles. 

Documents  have  been  selected  from  twenty  envelopes  and  grouped 
under  four  categories:  (1)  Crushing  Roll  and  Compressed  Air  Technology 
(1899-1909);  (2)  Edison  Portland  Cement  Co.  (1899-1910);  (3)  Real  Estate 
and  Insurance  (1903-1910);  and  (4)  Storage  Batteries  and  Electric  Vehicles 
(1901-1911).  A  finding  aid  for  the  archival  record  group  is  available  at  the 
Edison  National  Historic  Site. 

Approximately  90  percent  of  the  material  in  these  envelopes  has  been 
selected.  The  items  not  selected  consist  primarily  of  documents  that 
duplicate  information  in  selected  material;  letters  of  acknowledgment  and 
transmittal;  and  documents  concerning  real  estate  transactions  in  which 
Edison  was  not  a  party. 


Crushing  Roll  and  Compressed  Air  Technology  (1899-1909) 

This  folder  consists  primarily  of  agreements  relating  to  the  license  and  use  of  Edison's  rock 
crushing  technology  and  to  the  development  of  compressed  air  technology.  Included  are 
documents  pertaining  to  the  formation  of  the  Edison-Saunders  Compressed  Air  Co.  and  to  the 
activities  of  Edison  Ore  Milling  Syndicate,  Ltd.,  and  several  non-Edison  limestone  and  quarry 
companies. 


Edison  Portland  Cement  Company  (1899-1909) 

This  folder  consists  primarily  of  agreements  relating  to  the  finances,  patents,  and  corporate 
identity  of  the  Edison  Portland  Cement  Co.  Included  are  the  agreement  to  organize  the  company, 
signed  by  Edison  and  the  investors  on  April  15, 1899;  the  agreement  forming  the  Association  of 
Licensed  Cement  Manufacturers  on  December  30, 1 907;  and  other  agreements  involving  Edison, 
the  investors,  and  the  company.  Also  included  are  several  letters  by  Walter  S.  Mallory,  vice 
president  of  the  Edison  Portland  Cement  Co.,  regarding  his  salary  and  personal  finances.  One 
undated  memorandum  was  probably  written  by  Mallory  in  1893. 

Real  Estate  and  Insurance  (1903-1910) 

This  folder  consists  primarily  of  agreements  relating  to  real  estate  owned  or  leased  by 
Edison  or  members  of  his  family.  Included  are  documents  regarding  the  purchase  of  property  at 
10  Fifth  Avenue,  New  York  City;  the  rental  of  Edison's  property  in  Bloomfield  and  Belleville,  New 
Jersey;  and  landscaping  at  his  winter  home  in  Fort  Myers,  Florida.  Also  included  is 
correspondence  from  Thomas  A.  Edison,  Jr.,  concerning  the  leasing  of  land  in  Salisbury, 
Maryland,  for  William  Leslie  Edison,  along  with  items  pertaining  to  insurance  on  the  Edison 
Phonograph  Works  and  on  Edison's  property  in  Ogden,  New  Jersey. 

Storage  Batteries  and  Electric  Vehicles  (1901-1911) 

This  folder  consists  primarily  of  agreements  and  proposed  agreements  involving  Edison, 
the  Edison  Storage  Battery  Co.,  and  other  companies  and  individuals,  along  with  related 
correspondence.  Included  are  agreements  with  Herman  E.  Dick  pertaining  to  the  foreign 
exploitation  of  Edison's  storage  battery;  letters  regarding  a  proposed  agreement  with  J.  P.  Morgan, 
Jr.,  forthe  promotion  of  the  battery  in  Great  Britain;  and  a  valuation  of  the  Edison  Storage  Battery 
Co.  in  1909.  Also  included  are  agreements  with  Converse  D.  Marsh  and  with  John  M.  Lansden, 
Jr.,  concerning  the  manufacture  and  marketing  of  electric  vehicles  in  conjunction  with  Edison's 
battery. 


Richard  W.  Kellow  File 

Crushing  Roll  and  Compressed  Air  Technology  (1899-1909) 

This  folder  consists  primarily  of  agreements  relating  to  the  license  and 
use  of  Edison's  rock  crushing  technology  and  to  the  development  of 
compressed  air  technology.  Included  are  documents  pertaining  to  the 
formation  of  the  Edison-Saunders  Compressed  Air  Co.  and  to  the  activities 
of  Edison  Ore  Milling  Syndicate,  Ltd.,  and  several  non-Edison  limestone  and 
quarry  companies.  The  documents  are  from  envelopes  77,  101, 106,  107, 
and  210. 


MEMORANDUM  OF  AGREEMENT. 


THOMAS  A.  EDISON 
with 

WILLIAM  L.  SAUNDERS  and 
THE  INGERSOLL-SER OE AN T 
DRILL  COMPANY 


AGREEMEN  T. 


Dated  March  1899. 


r;;.r  J 

-c.n  | 

r'.rn;.'.:.'  A  cdcon  (Pcrecim). 


mads  this  23rd  day  of  March,  189.9,  between  Thomas 
:  A.  Ediscn  of  Orange,  County  of  Essex,  State  of  New  Jersey, 

■  party  of  the  first  part,  and  WILLIAM  L.  SAUNDERS  of  North 
;  Plainfield,  Countv  of  Somerset,  State  of  New  jersey  and 

:  the  ING  ER  SOIL -SERGE  AMT  DRILL  COMPANY,  a  corporation  organized 
;  and  exist  in?  under  the  laws  of  t  lvs  State  of  West  Virginia 

■  and  having  its  principal  place  of  business  in  the  Ci  cy  of 
:  Maw  York,,  parties  of  the  second  part. 

WHEREAS,  tli.,  said  Ec  is  Qi  is  the  inventor  of  a  new  and 
;i  useful  method  of  and  Apparatus  for  Re-heating  Coa-p r eased 
!  Air  IV  r  Inhu  btri.J.  Purposes  up  on  win  el.  un  application  for 
letters  Patent  of  t. he  United  States  was  filed  in  the  United 
|  States  Datent  Office  February  25,  189.9,  Serial  #706,976,  and 
l:  upon  v/hich  invention  an  application  for  a  British  patent 
•  has  been  prepared  and  is  about  to  be  filed;  and 

WHEREAS,  the  said  Edison  is  the  sole  owner  of  all 
j;  rights  to  the  said  invention  and  of  the  patents  which  may 
be  granted  thereon  for  the  United  States  and  Great  Britain! 

II 

||  and 

WHEREAS,  the  parties  of  the  second  part  ootained  lett  <?s 
|  Patent  of  t.  he  United  States  #486, 4121,  granted  November  15, 
1892,  upon  the  invention  of  the  said  SAUNDERS  releating  to 
a  new  method  of  Increasing  the  Efficiency  of  Motor  Fluida, 
which  invention  is  also  c  oveired  hy  British  Letters  Patent 
#  20,676  of  the  year  1892,  the  parties  of  the 

second  pa;rt  being  the  sole  owners  of  said  United  States 
and  British  patents  and  of  a  H  rights  thereunder;  and 
(1) 


ViHEREAS,  the  parties  hereto  are  desirous  of  exploiting 
the  said  inventions  of  said  Edison  and  said  Saunders  in 
the  United  States  and  §reat  Britain  as  a  single  enterprise, 

IT  IS  AGREED  as  follows: 

1.  A  corporation  shall  forthwith  be  organized  under 
the  laws  of  the  State  of  New  jersey,  with  a  capital  stock 

or  Ten  Thousand  Dollars  ($10,000)  to  be  known  as  the  Edison- 
Saunders  Compressed  Air  Company,  and  which  corporation  shall 
purchase  and  b  ec  due  the  owner  of  the  said  inventions  of 
the  8a id  Edison  and  Saunders  fcr  the  United  States  and 
Great  Britain,  and  of  the  patents  already  issued  upon  the 
invention  of  said  Saunderrs  for  said  countries  and  of  the 
patents  which  may  be  issued  upon  the  applicationjbef ore 
referred  to  of  the  said  Edison. 

2.  It  is  further  agreed  that  the  consideration  to  be 
paid  for  said  inventions  and  patents  shall  be  respectively 
Seven  Thousand  five  hundred  Dollars  ($7,500)  to  the  said 
Edison  and  Two  thousand  five  hundred  Dollars  ($2,500)  to 

tli e  parties  of  the  second  part:  and  the  parties  hereto  agree 
to  take  t  be  capital  stock  of  said  Company,  at  par,  in 
payment  of  said  amounts. 

S.  It  is  further  ag-eed  that  immediately  upon  the 
organization  of  the  said  corporation  the  parties  hereto  will 
forthwith,  and  for  the  consideration  before  mentioned,  as¬ 
sign  to  said  corporation  the  entire  right,  title  and  interest 
in  said  inventions  and  the  patents  already  issued  and  which 


(2) 


5— OERTiriOATE  OF  INCORPORATION! 


Iljis  is  tc  terttfi)  f  THAT 


do  hereby  associate  ourselves  into  a  corporation,  by  virtue  of  the  provisions  of  an  act  of  the 
Legislature  of  New  Jersey,  entitled:  “An  Act  concerning  Corporations i,”  ( revision  of  1800,) 
approved  April  31st,  1890,  and  the  several  supplements  thereto  for  the  purposes  hereinafter 
mentioned,  and  to  that  end  we  do  by  this  our  certificate  set  forth. 

first —The  name  of  the  corporation  is  EDISON-  SAUNDERS  COMPRESSED  AIR 


Sccoili),— The  location  of  the  principal  office  in  this  stale  is  at  the  Edison-  Labora¬ 
tory,  .Valley  Road,  West  Orange,  ‘in  the  County  of  Essex. 


The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process  against  this 
corporation  may  be  served  is  WALTERS.  MALLORY.  _ : _  ____ 


Siljirt).— The  objects  for  which  the  said  corporation  is  formed  are  to  purchase  or 
otherwise  acquire,  and  to  hold,  own,  use,  operate,  and  to  sell, 
assign  or  otherwise  dispose  of,  to  grant  licenses  in  respect  of 
or  otherwise  turn  to  account,  any  and  all  patents,  inventions, 
improvements  and  processes  used  in  connection  with  or  relating  to 

Production  or^utilization  of  compressed  air,  _and. with_a.._view. _ 

to  the  developing  of  the  same,  to  carry  on  any  other  business, 
whether  manufacturing  or  otherwise,  which  the  corporation  may 
think  calculated,  directly,  or  indirectly,  to  effectuate  these  ob¬ 
jects;1  also  to  purchase,  take  on  lease  or  in  exchange,  hire  or 
otherwise  acquire,  any  real  or  personal  property  and  any  rights 
or  privileges  which  the  Company  may  think  necessary  or  convenient 
for  the  purposes  of  its  business.  _ _ _ 


Joitl'tl). — The  total  amount  of  the  capital  stock  is  Ten  Thousand  (10,000) 

_ _ : _ _ _ —  dollars ; 

the  number  of  shares  into  which  the  same  is  divided,  is  One  Hundred  ( 100 )  - 

and  the  par  value  of  each  share  is  One  Hundred  (100)  -  dollars , 

The  amount  with  which  said  corporation  will  commence  business  is  One  Thousand 

(1,000)  - — - - -  dollars, 

which  is  divided  into  Ten  (10)  - : - -  shares  of  the  par  value 


Richard  N.  Dyer,  East  Orange,  N.  J.,  Pour  (4)  Shares. 
William  Pelzer,  New  York  City,  H.  Y. .Three  (3)  Shares. 
Archibald  G.  Reese,  New  York  City.N.Y. .Three  (3)  Shares. 


Sistlj. — The  existence  of  the  coloration  shall  begin  on  the  twenty- fourth 
day  of  April,  in  the  year  Eighteen  Hundred  and  Ninety-nine 

and  shall  continue  for  the  term  of  Fifty  (50) 


years.. 


18th 


In  Pitney  JUIjctcof, 

_ day  of  April 

Signed,  Sealed  and  Delivered ) 
in  the  presence  of  ) 

8.  0.  Edmonds 


we  have  hereunto  set  our  hands  and  seals  the 
,  Eighteen  Hundred  and 
Richard  N.  Dyer 
William  Pelaer 
Archibald  G.  Reese 


Ninety-nine 

(Beal) 

(Beal) 

(Seal) 


State  of  New  Jersey, 

DEPARTMENT  OF  STATE. 


I 


/,  George  Wurts,  Secretary  of  State  of  the  State  of  fflew  Jersey*  do  Herrin) 
Certify,  that  the  foregoing  is  a  true  copy  of  the  certificate  off#:, 


\nd  the  endorsements  thereon,  as  the  same  is  taken  /rom  and  compared  w.... 

Original  filed  in  my  office,  on  . day  of. . . 

•A.  D  iSff  ,  and  now  remaining  on  file  therein. 


Certificate 


State  of  Jteio  leKfc 

City  &  (ffOUlttl)  Of  row  YORK 

$C  it  BCIUCmlieCCD,  That  on  this  eighteenth 
day  of  April,  ■  in  the  year  of  Our  lord  One  Thousand  Eight 

Hundred  and  ninety-nine  before  me  the  subscriber,  a  Commissioner  of 

pmtmdiyyaipiwxd  Deeds  for  the  State  of  New  Jersey  in  New  York, 
personally  appeared  Richard  N.  Dyer,  William  Pelzer  and  Archibald 
0.  Reese 


who,  I  am  satisfied  are  the  persons  named  in  and  who  executed  the  foregoing  Certificate  of 
Incorporation,  and  I  having  first  made  known  to  them  the  contents  thereof,  they  severally 
acknowledged  that  they  signed,  sealed  and  executed  the  same  as  their  voluntary  act  and  deed, 
for  the  uses  and  purposes  therein  expressed. 

In  witness  whereof  I  have  hereunto  set  my  hand 
and  affixed  my  Official  seal  this  18th  day  of 
April  A.D.  1899. 

Charles  Edgar  Mills  (Seal) 

Commissioner  of  Deeds  for  New  Jersey,  in 
New  York  City ,  N.  Y. 

115  &  117  Broadway,  N.  Y.  City. 


# 


AIR  COMPRESSORS.  ROCK  DRILLS. 


HavemeyerBu/lding26CortlandtSt. 


April  34  th,  1899. 


To  the  Directors  of  * 

Edison-Saunders  Compressed  Air  Company, 


«a^JVr\ore>.?imers  of  a  hal"  interest  in  United  States 
pa.ent  No.  486,411,  granted  November  15,  1893,  upon  the 
invention  of  William  L.  Saunders  relating  to  a  new  Method 
of  Increasing  the  Efficiency  of  Motor  Fluids,  and  we  also 
own  a  halA  interest  in  British  patent  No.  30,676  the 
\  ^af  1893,  granted  upon  the  same  invention.  We  understand 
\  that  your  Company  is  to  purchase  the  other  half  interest 
in  these  patents  from  Mr.  William  I».  Saunders,  and  also 

C?ral)S?*'  ls  *°  P^ehase  the  entire  interest  from 
Mr.  Thomas  A.  Edison  for  the  United  States  and  Great 
,,  ,  "J111  lnvention  recently  made  by  him  relating  to 

a  Method  of  and  Apparatus  for  Reheating  Compressed  Air  -for 
Industrial  IMrposes,  upon  whicfti  Ur.  Edison  applied  for  a 
United  States  patent  February  37,  1899,  Serial  No.  706.976 
aloKl  ^P°n  which  he  has  also  applied  for  a  British  patent, 
yj®  sell  you  our  one-half  interest  in  the  Saunders 

Bf.s^ates  *n<i  British  patents  referred  to  in  considcm- 
tion  that  our  Company  shall  have  the  exclusive  right  and  . 
license  in  the  United  States  and  England,  under  the  said 
Saunders  patents  and  under  the  patents  which  may  be  grant¬ 
ed  upon  the  invention  referred  to  made  by  Mr.  Edison,  to 
maJce,  use  and  sell  in  those  countries  apparatus  embodying 
or  employing  said  inventions,  such  right  and  license  to 
be  restricted  to  the  use  of  said  inventions  for  mines, 
tunnels  and  quarries,  and  to  be  conditional  upon  the  pay¬ 
ment  of  a  royalty,  the  amount  of  which  shall  be  agreed 
upon  between  the  officers  of  this  Company  and  the  officers 
of.,  your  Company,  and  such  license  not  to  be  tranafferible. 

Yours  truly, 

THE  INGERSOLL-SERGEANT  DRILL  CO. 

Yibe-^resLt. 


"  (Qr&t 


-.JZMue. 


Cffp"  rs/  JP  >. 
iSMcma^J^K  (Qa/J/???s. 


To  the  Directors  of 

Edison-Saunders  Compressed  Air  (JompetH^. 

Gentlemen: — 

1  am  the  Owner  of  an  invbiitioji  relating  to  a  hfe*  and  useful 
Method  of  andd  Apparatus  for  BefrOpting  Compressed  Alt*  for  industrial  pur¬ 
poses,  upon  which  invention  J  applied  to  ftp  U.  {3.  Office  for  a 

patent,  such  application  having  bgen  fUtf  ?$*>?» ftPjr  fffm,  1599,  SerJiq. 
No.  706,976,  and  I  have  also  applied  fQr  *  Brftfgft  jpftjpj;  fye  #a^ 
invention.  1  Offer  to  sell  to  you,  for  the  sum  of  seven  thpqggdji  jflye 
hundfad  ^ddiihr'ft  ($7,500),  payable  seven  hundred  and  fifty  do^iqrp  ($7j5P) 
in  cash -a^d  six  thousand  seven  hundred  mid  fifty  dollars  ($6,750)  in 
stoeJf  of  Company  at  par  value,  all  my  right,  title  and  interest  in 

and  to  pafd  invention  in  and  for  the  United  States  and  Great  Britain,  and 
in  and  to  the  United  States  and  British  patents  which  may  be  granted  on 
the  said  applications . 

Yours  truly, 

Hwenes  ■Ar.  Eddsasan-. - — - - - =>" 

_ _ 


COPY. 

MEMORANDUM. 

The  Vice  President  presented  to  the  Board  the  following  papers. 

Memo,  of  Agreement  dated  March  23/99  between  Thomas  A.  Edison 
of  Orange,  N.  J. ,  William  L.  Saunders  of  North  Plainfield,  N.  J.  and  The 
Inge>*soll-Sergeant  Drill  Co.  for  the  organization  of  a  Company  to  be 
known  as  the  Edison-Saunders  Compressed  Air  Company  which  Corporation 
shall  purchase  and  become  the  owner  of  inventions  of  the  said  Edison  and 
the  said  Saunders  for  the  United  States  and  Great  Britain. 

Also'  Assignments  from  William  1.  Saunders  to  the  Edison-Saundeis 
Compressed  Air  Co.  dated  April  24/99,  and  an  undivided  half  interest  in 
and  to  letters  Patent  of  the  United  States  #486,411,  granted  Nov.  ls/92 
and  Assignment  from  William  1.  Saunders  to  the  Edison-Saunders  Compress™ 
ed  Air  Co.  of  letters  Patent  in  the  United  'Kingdom  of  Great  Britain  and 
Ireland  #20,676  dated  15th  day  of  Nov.  1892  -  Also  an  Assignment  from 

The  I nger so 11-Sergeant  Brill  Co.  to  the  Edison  Saunders  Compressed  Air 
half 

Co.  of  an  undivided^interest  in  and  to  letters  Patent  of  the  United 
States  #486,411  dated  Nov.  15/92  -  Also  an  exc3.usive  license  subject 
to  rdyalW'W?be^?a-syBaawpon^^on^Jl.hg_jcll80n_Sauriaers  Coiapre s secl  Alr 
Co.  under  said  Saunders  Patents  and  under  the  said  Edison  invention 
and  letters  Patent  to  be  obtained  therefor  in  the  United  States  and 
Great  Britain  to  The  Ingersoll-Sergeant  Drill  Co.  to  manufacture,  use 
and  sell  apparatus  embodying  or  employing  the  aforesaid  inventions  of 
Edison  &  Saunders,  dated  April  24/99. 

On  motion  duly  seconded  the  Board  ratified  and  approved  the 
signing  ofthe  above  mentioned .agreements. 


* 


I' 


; 

■  .  - 

1  375415 

THOMAS  A.  HD IS ON,  , 

-to-  .*  !  . 

ED  IS  ON-SAIJNDHRS  COMPRESSED  AIR  ’ 
COW  ANY. 

;  j' 

ASSIGNMENT. 

—  ■  ;J 

CONTENTS  M . 

T!iaa;.s  ii’  .EBISOH  IPortonal)  ^ 

.  ,  f  ■  / 

Dyer. Edmonds  S^Dyer,- 
Attorneys  at  Law,  •  - 
•’  ’31  Nassau  St., 

- - -  — i - curt. 

)  I  "'HEREAS,  I,  THOMAS  A.  EDISON,  of  Llewellyn  Park, 

E^sex  County,  state  of  Hew  Jersey,  have  invented  certain  im¬ 
provements  in  Apparatus  for  Reheating  Compressed  Air  for  In- 
dus trial  Purposes,  for  which  Letters  Patent  of  the  United 
[States  Ho.  657,922  were  issued  to  me  on  the  16th  day  of 
ept ember,  1900;  and 

™HHREAS,  HUTS 0N-SA1JNDMKS  COMFRESSED  AIR  COMPANY,  a 
[corporation  organized  and  existing  under  the  laws  of  the 
[state  of  Hew  Jersey  and  having  its  principal  place  of  busi- 
less  at  v,est  Orange,  Essex  County,  said  State,  is  desirous  of| 
.cquiring  my  entire  right,  title  and  interest  in  and  to  said 
invention,  and  in  and  to  said  patent; 

HO’V,  TllHRHHOEH,  To  all  whom  it  may  concern,  be  it 
known  that,  for  and  in  consideration  of  the  sum  of  One  Dol¬ 
lar,-  to  me  in  hand  paid,  receipt  of  which  is  hereby  acknowl- 
edged,  and  of  other  valuable  consideration,  I,  the  said  Thom¬ 
as  A.  Edison,  have  sold,  assigned. and  transferred,  and  by 
these  presents  do  sell,  assign  and  transfer,  unto  the  said 
j Rd is on-Saundei’s  Compressed  Air  Company,/ its  successors  and 
assigns,  my  entire  right,  title  and  interest  in  and  to  the 
said  invention,  and  in  and  to  said  Letters  Patent,  to  be  held| 
[and  enjoyed  by  the  said  Edison-Saunders  Compressed  Air  Com¬ 
pany  for  its  own  use,  and  behoof, and  for  the  use  and  behoof  of| 
its  successors,  assigns  and  legal  representatives. 

TH  ’’TTITESS  'HOCKEOF,  j  have  hereunto  set  my  hand  ar 
affixed  my  seal,  this  2.  ^  ^*\lay  of  September,  1900. 


n  the  presence  of:-  . 

HI  OA^do-tf^Lj 


S  tat  ft  of  New  Jersey, 
County  of  Essex. 


tss : 


On  this  day  of  September,  1900,  before  me,  a 

Notary  Public  within  and  for  the  State  of  Nejr  Jersey,  per-  . 
sonally  appeared  Thomas  A.  Edison,  to  me  known  and  known  to 
me  to,  be  the  person  described  in  and  who  executed  the  forego¬ 
ing  assignment,  and  J  having  first  made  known  to  him  the  con¬ 
sents  .  thereof  ,.  he  acknowledged  that  he  executed  the  same  as 
his  voluntary  act  and  deed. 


^^(jfaAAcioydj 


i/7 


Mr.  Alexander  Elliott, 

My  dear  Mr.  Elliott: - 

Per  our  conversation  of  the  11th.  you  may 
use  such  information  as  I  have  given  you  concerning  the  fine  grind¬ 
ing  roll  proposition  coming  to  me  from  William  Simpkin,  of  London 
Eng. ,  and  if  at  any  time  you  wish  me  to  substantiate  the  information 
which  you  have  gleaned  by  reading  the  letters  from  Mr.  Simpkin  to 
myself ,  I  will  do  so  by  exhibiting  theletters  to  Mr.  Edison  as  Proof. 

Yours  very  truly, 

(2m*  £  $ul4.- 


[ATTACHMENT] 


""  Tall  the  advantage  of  your  rolls  over  the  Edison  fine  grinding 
rolls  and  dwell  hard  on  the  had  features  of  the  Ed-  rolls. 

This  may  he  to  your  advantage  . 

Hurriedly  yours 
Wm.  Simpkin  "M 


Keep  this  oonf idential 


m  B.  The  above  is  abstract  from  the  letter  of  William  Simpkin, 
Manhattan  Hotel,  HOW  Yofck  to  Calvin  T*  Eried,  orange,  B>  J*  undei 
date  of  Sunday  -  an  examination  of  *h0  oalOnddr  for  M^rdh  i$08^- 
flhows  that  the  above  mentioned  Sunday  is  March  IS,  '19,0^ajid  this 
confirmed  hy  information  from  C«  f*  Dried  to  me. 

jd‘  : 


is 


UEI'ORAIIDUU  05?  AGBEBME1IT  made  and  entered  into  thi 

-  day  of  ,1909,  by  and  between 

THOMAS  A.  EDISON,  of  IleweUyn  Parle,  Wo  at  Orangu ,  county 
of  Essex  and  State  of  New  Jersey; herolimf tor  called  the 
Licensor,  party  of  the  first  part;  and  the  TOMPKINS  COVE 
STONE  COMPANY,  a  corporation  of  the  state  of  Hew  York,  hav¬ 
ing  ite  main  office  at  its  quarry  in  or  near  Tompkins  Cove 
Hew  York,  hereinafter  oallod  the  Licensee,  party  of  tho 
Dooond  part. 


WHEREAS,  the  Licensor  hao  obtained  letters  Patent 
of  the  United  States,  find  has  filed  application  for  let¬ 
ters  Patent  of  the  United  States,  ns  follows; 


LETTERS  PATENT 

Crushing  Rolls,  Ho.  5^7,107,  Sept.  8,  1896; 

Method  of  Breaking  Book,  Ho.  672, *616,  April  23,  1901; 
Apparatus  for  Breaking  Book,  No.  678 j 617,  April  23,  1901; 
Grinding  or  Crushing  Bolls,  Ho.  074,057,  Kay  14,  1901; 
Apparatus  for  Screening  Pulverized  Material,  No.  675,057, 
7iay  20,  1901. 

.  APPLICATIONS  POP.  LETTERS  PATENT  . 

Giant  Bolls,  Piled  Jan.  13,  1903,  Serial  Ho.  130,813; K 
Crushing  Bolls,  Piled  Sopt.  7,  1900,  Serial  No.  333,607, 

AND,  WHEREAS,  the  licensee  is  desirous  of  ob¬ 
taining  a  license  under  said  patents  and  applications  acc¬ 
ording  to  the  conditions  hereinafter  named,  within  the  fol¬ 
lowing  named  territory,  am  is  desirous  of  installing  and 
operating  at  or  near  a  Dolomite  quarry  within  such  terri¬ 
tory,  at  least  one  (1)  oompleto  Edison  Giant  Boll  Crusher, 


I  and  is  desirous  of  having  the  said  apparatus  constructed 
under  the  control  and  general  superintendence  of  the ' 
Licensor,  the  description  of  the  said  territory  being  the 
following,  to  wit:- 

All  that  territory  lying  within  n.  ruaiun  or 
twenty  (20)  miles  from  the  City  Hall  of  the  City  of  New 
York,  if.  V.;  all  of  Long  Island  and  Staten  Island,  if.  y, , 
and  a  strip  of  land,  ten  (10)  miles  wide  on  each  side  of 
the  Hudson  River  from  Hew  York  City  as  far  north  as  Albany 

I  and  Rensslaer  Counties  but  not  Including  these  two  coun¬ 
ties}  aloo  u  s trip  of  land  ten  (10)  miles  wide  and  extend¬ 
ing  along  the  Banter*  Shore  of  Connecticut  ao  far  Bast  as 
'Norwalk,  and 

VUBHEA8,  the  Licensor  is  willing  to  grant  Buch 
license  under  said  Letters  Patent  end  applications,  for 
the  said  territory,  subject  to  the  conditions  and  for  the 
purpose  hereinafter  named,  and  is  willing  to  undertake  the 
control  and  superintendence  of  the  construction  of  the 
said  Edison  Giant  Roll  Crusher  (or  Crushers)  5 

NOW |  THETOWOKB,  in  consideration  of  the  premises 
end  of  the  .mutual  covenants  and  agreements  hereinafter  sot 
forth,  SHB  PARTIBH  HBHBSO  AGREE  AS  FOLLOW: 

1’i'°  Licensor  hereby  grants  to  the  Licen- 
boo,  subject  to  the  conditions  hereinafter  named,  on  ex¬ 
clusive  lieeaoo  under  the  said  Letters  Patent  and  any  Let¬ 
ters  Patent  which  may  hereafter  bo  granted  on  said  appli¬ 
cations,  within  and  throughout  the  said  territory  above 
described,  for  tho  purpose  of  crushing  for  all  uses  (ex¬ 
cept  for  direct  use  in  the  manufacture  of  cement),  dolomite 
limestone,  gneiss,  or  other  rook,  which  may  be  found  within 
the  said  territory,  but  not  including  iron  or  other  ores. 


SlftOUD:  The  Licensee  hereby  agrees  to  in  a  tall  within 
the  above  specified  territory  an  Edison  Qiant  Roll  Cruahor 
with  secondary  rolls  and  screens  and  other  equipment,  in¬ 
cluding  all  steam  uhovala,  oars,  locomotives,  etc.,  which 
the  Licensor  and  Licensee  nholl  mutually  dotormlno  to  be 
necesoary  for  operating  satisfactorily  a  complete  plant 
for  crushing  stone.  It  io  the  expectation  of  the  parties 
hereto  that  uaid  installation  shall  be  complete  and  ready 
for  operation  within  ono  year  from  the  date  of  this  agree¬ 
ment,  but  if,  for  any  reason  which  is  unavoidable  and 
beyond  the  control  of  either  of  tho  partieo  hereto,  its 
completion  should  be  delayed  beyond  tho  said  one  year 
period,  the  said  installation  shall  be  completed  and  the 
machinery  put  into  operation  as  soon  as  practicable  there¬ 
after.  She  Licensee  further  ugreee  to  place  orders  for 
the  Edison  Giant  Roll  Crusher  and  other  machinery  in 
accordance  with  the  stipulations  of  this  contract,  and  as 
soon  ao  the  plans  for  the  crushing  plant  are  definitely 
deoided  upon.  All  said  machinery  shall  be  delivered  upon 
the  Licensee's  property  at  Tompkins  Cove,  Hew  York,  within 
one  year  from  the  date  of  this  agreement. 

The  first  six  (6)  months  after  this  first  Edison 
Giant  Crusher  is  first  started  up,  shall  bo  considered  a 
Test  Period.  At  tho  end  of  this  period,  unions  the  Licen¬ 
sor  shall  extend  this  limit  upon  good,  cause  shovm,  the 
Licensee  :  may.',  notify  the  Lloenoor  in  writing,  if  it  so  con¬ 
cludes,  that  in  ite  estimation  the  Edison  Giant  Roll  Crush- 
or  so  installed  is  not  a  practical  success.  Upon  this 
notification  having  been  given,  the  exclusive  license  here¬ 
by  granted  shall  terminate,  and  other  licenses  under  said 
Letters  Patent  and  applications  therefor  may  thereupon  be 


3 


granted  by  the  licensor  to  any  other  person,  firm  or  cor- 
poration,  within  the  above  specified  territory,  and  the 
licensee  shall  have  a  non-exclusive  right  and  license  in 
said  territory.  ir,  within  a  period  of  „i*  <6>  month, 
from  the  first  starting  of  this  Crusher,  or  within  such 
extension  or  extensions  of  said  time  as  may  be  granted  by 
the  licensor,  Baid  licensee  does  not  notify  the  licensor 
in  writing  that  the  said  CruBher  is  not  a  practical  and 
commercial  success,  or  if  within  the  said  times  the  licen¬ 
see  shall  notify  the  licensor  in  writing  that  the  said 
crusher  is  operating  successfully  and  satisfactorily,  then 
this  agreement  shall  become  operative  for  the  territory 
above  defined,  as  an  exclusive  license.,  subject  to  the 
terms  and  conditions  hereof. 

mm:-  The  construction  and  installation  of  the 
said  Edison  Giant  Roll  Crusher,  and  of  any  additional 
Crusher  or  Crushers  thereafter  that  may  be . required  by  the 
licensee,  shall  be  carried  out  in  the  following  manner: - 
The  licensor  shall  have  control  and  superintendence  of  the 
design  of  the  machinery  and  of  its  manufacture  and  inspec¬ 
tion;  he  will  obtain  bids  from  reliable  concerns  for  its 
manufacture  and  will  recommend  to  the  licensee  the  accept¬ 
ance  of  suoh  bids  as  he  considers  most  favorable.  The 
orders  for  .machinery. shall  be  placed  for  the  account  of, 
and  subject  to  .the  confirmation  of  the  Licensee  and  the 
licensee  shall  pay  all  invoices  for  parts  received  from, 
or  manufactured,  in  .accordance  with  the  regular  terms  of 
the  manufacturer,  or  in  accordance  with  any  special  terms 
which  may  be  agreed  upon  before  placing  the  order.  It  is 
agreed  that  if  it  becomes  necessary  for  the  licensor  to 
have  any  work  done  at  Mb  own  plant  in  connection  with  the 


manufacture  of  any  of  said,  Crushers  or  to  furnish  any  part 
or  parts  thereof,,  thon  the  licensor  shall  have  ouoli  .orh 

(done  and  shall  furnish  such  parts  and  for'  any  part  or 
parts  uo  furnished  and  work  done  at  the  plant  of  the  li¬ 
censor,  the  latter  will  oharSa  the  x.leoneee  only  the  actual 
oost  of  the  soma,  it  being  understood  that  all  of  the  said 
maohinery  is  to  ho  furnished  at  cost  to  the  licensee  with¬ 
out  addition  of  any  manufacturing  c?  selling  profit  by  the 
licensor.  After  orders  have  boon  placed,  as  above  pro¬ 
vided,  the  licensor  shall  have  entire  charge  of  the  manu  - 
faoturo  of  said  machinery  and  will,  froo  of  expense  to  the 
licensee,  inspect  the  different  work,  as  it  progresses,  at 
such  time  or  times  as  the  licensor  thinks  necessary.  The 
Licensor  will  furnish  and  loan  to  the  manufacturers  of  the 
Edison  Giant  Poll  Crusher  or  parts  thereof,  all  nooessary 
detail  drawings  and  all  patterns  except  when  these  vary 
from  the  licensor’s  standards,  free  of  any  charge  to  the 
liconsoo  except  tho  necessary  cost  of  transportation  to 
end  from  the  shops  of  such  manufacturers.  Every  Edison 
Giant  Roll  Crusher  and  Secondary  Crushing  Rolls  to  be 
manufactured  under  this  agreement  shall  bo  of  tho  best 
material  and  workmanship  and  of  the  latest  and  most  im¬ 
proved  design  of  tho  licensor  and  the  machine  shall  be  com¬ 
plete  in  all  its  porta  and  constructed  to  suit  the  work  in 
its  particular  territory,  so  far  ae  such  work  oan  bo  fore¬ 
seen.  The  siao  of  the  said  Crusher  (or  Crushers)  is  to  be 
determined  by  the  licensor  and  to  ho  approved  by  the  licen¬ 
see  as  meeting  tho  different  requirements. 

EOUKTKt -  The  licensor,  at  his  own  expense,  shall 
cause  one  or  more  of  his  competent  engineers  to  visit  tho 

5 


Bite  for  the  eaid  Crusher  or  Crushers  in  order  to  decide 
aB  to  the  best  method  of  installing  the  Edison  Crusher. 

Upon  said  visit  or  visits  the  representatives  of  the 
Licensor  and  of  the  Licensee  will  determine  as  far  as 
possible  the  plans  to  he  followed  so  that  the  Edison 
Crusher  may  he  installed  to  the  heat  advantage.  The 
Licensor,  as  soon  as  possible  thereafter,  and  at  his  own 
expense,  will  make  the  drawings  for  the  foundation  and 
installation  of  the  Crusher.  The  Licensor  will  also,  if 
desired,  in  bo  far  as  he  can,  make  drawings  showing  in  a 
general  way  the  arrangement  of  the  Crusher  in  the  plant, 
with  referenoe  to  the  remaining  portion  thereof,  charging 
only  the  wages  of  the  draughtsmen  to  the  Licens^  hut  the 
Licensor  shall  not  he  responsible  for  the  erection  or 
arrangement  of  the  entire  plant,  nor  for  the  arrangement 
of  the  Crueher  with  referenoe  to  the  plant,  which  matters, 
it  is  contemplated,  Bhall  he  under  the  direction  and  con¬ 
trol  of  a  competent  engineer  or  construotion-draftsman  to 
he  employed  by  the  Licensee.  The  Lioensor  will  give  to 
the  Licensee,  in  so  far  as  he  reasonably  can,  the  benefit 
of  his  advice  and  experience  in  connection  with  the  said 
Crusher  installation,  and  will  assist  the  said  draftsman 
or  engineer,  aa  far  as  possible,  regarding  the  installation 
of  the  said  Crusher,  by  correspondence,  or  personally  at 
the  plant  of  the  Edison  Portland  Cement  Co.,  at  Hew  Til¬ 
lage,  Hew  Jersey,  or  at  the  Edison  Laboratory,  Orange,  Hew 
Jersey,  as  the  Licensor  may  elect. 

PEPTH:  The  erection  and  starting  up  of  the  Crusher 
Bhali  be  in  accordance  with  the  plans  and  instructions  of 
the  Licensor  and  shall  be  under  the  control  and  super¬ 
intendence  of  a  competent  man  to  be  furnished  by  the  Lioen- 


6 


nor,  who  shall  remain  with  the  Crusher,  after  it  has  been 
installed,  long  enough  to  satisfy  himself  that  the  machine 
lfl  operating  successfully  and  satisfactorily.  The  licen¬ 
see  shall  pay  for  the  services  of  said  man  at  the  rate  of 
Jive  Dollars  and  fifty  cents  ($5.50)  per  day,  including 
the  time  during  which  he  is  engaged  at  the  Licensee's 
plant,  traveling  thereto  and  returning  therefrom,  and 
shall  also  pay  his  hoard  while  engaged  at  the  Licensee's 
plant,  and  all  legitimate  traveling  expenses  from  New 
Village,  U.  J. ,  or  an  equivalent  point  and  return.  The 
Licensor  guarantees  that  each  Bald  Edison  Crusher  made 
under  this  agreement,  if  made  by  manufacturers  whose  bids 
are  approved  by  him,  and  if  properly  installed  and  pro¬ 
perly  operated,  will  operate  successfully  and  will  do  the 
work  for  which  it  may  he  designed  in  a  proper  manner. 

SIXTH:  If  the  exclusive  license  granted  hy  this  agreu 
ment  is  retained  by  the  Licensee,  the  Licensee  shall  in¬ 
stall  such  additional  Edison  Crushing  Rolls  as  may  be 
necessary  for  the  crushing  of  stone,  ae  hereinafter  pro¬ 
vided,  all  of  said  Crushers  to  be  constructed,  inspected, 
installed  and  operated  in  the  same  manner  us  the  first 
or  test  Crusher  here inhef ore  provided  for,  although  the 
size  of  the  same  may  be  different  therefrom.  The  Licensee 
shall  use  every  reasonable  effort  to  further  the  interests 
of  the  Licensor  within  the  said  territory  and  if,  at  any 
time,  the  Licensor  bolioves  that  the  business  within  or 
controlled  by  the  said  territory  is  not  being  properly 
developed  by  the  Licensee,  and  that  the  patented  or  non- 
putented  apparatus  of  the  Licensor  is  not  being  introduced 


7 


therein  to  an  extent  not  exceeding  fifty  per  centum  (50$) 
of  the  consumption  of  crushed  stone  in  greater  Hew  York, 
Hoboken,  Jersey  City  and  Hewark,  the  question  of  instal¬ 
lation  of  additions,!  Edison  Giant  Roll  Crushers  therein 
shall  he  submitted  to  arbitrators,  each  of  the  parties 
hereto  selecting  one  arbitrator,  and  the  two  so  appointed 
selecting  a  third,  and  in  the  determination  whether  or 
not  additional  Edison  Crushing  Rolls  shall  be  installed, 
the  said  arbitrators  shall  take  into  consideration  gen¬ 
eral  pbysioal  and  eoonomic  conditions,  and  the  decision 
of  any  two  of  said  arbitrators  shall  be  accepted  as  final 
and  binding  by  the  parties  hereto.  If  the  Licensee  shall 
not  -with  due  diligence  comply  with  the  decision  of  said 
arbitrators,  requiring  the  further  installation  and  equip¬ 
ment  of  additional  Edison  Crushing  Rolls  within  the  said 
territory,  or  if  the  Licensee  shall  refuse  to  appoint  an 
arbitrator  or  to  submit  the  matter  to  arbitration  as 
above  provided,  the  exclusive  license  hereby  granted  shall 
terminate,  but  the  Licensee  shall  be  entitled  to  a  non¬ 
exclusive  license,  as  to  the  plant  or  plants  then  in 
operation,  or  under  construction,  and  the  Licensor  shall 
be  free  to  grant  licenses  under  the  said  patents  and 
applications  to  any  person,  firm  or  corporation  within 
the  said  territory. 

SEVENTH!  The  Licensee  shall  pay  license  fees 
(or  royalty)  to  the  Licensor,  his  heirs  and  assigns,  on 
all  stone  passed  through  any  Edison  Slant  Roll  Crusher, 
installed  in  accordance  with  the  terms  of  this  agreement, 
as  follows!  During  the  Test  Period  of  operation  (which  is 
six  (6)  months  from  time  of  first  starting  the  first  Edison 
Giant  Roll  Crusher)  the  sum  of  seven-eighths  (**0  of  a  cent 


8 


per  net  ton  of  Two  Thousand  (2,000)  pounds  on  all  stone 
which  is  weighed  and  one  cent  (ljd')  per  cubic  yard  on  all 
stone  sold  by  the  cubic  yard  and  measured  after  being 
crushed.  At  the  end  of  the  Test  Period  above  defined, 
and  during  the  subsequent  life  of  this  agreement,  the  li¬ 
censee  agrees  to  pay  to  the  Licensor  on  all  stone  passed 
through  any  Edison  Giant  Boll  Crusher  which  may  be  instal¬ 
led  in  accordance  with  the  terms  of  this  agreement,  a  roy¬ 
alty  of  one  and  two-thirds  cents  (1-2/3^)  per  net  ton  of 
Two  Thousand  (2,000)  pounds  on  all  stone  which  is  weighed 
and  two  cents  (2 fi)  per  cubio  yard  on  all  stone  sold  by  the 
cubio  yard  and  measured  after  being  crushed.  (These  figures 
are  based  on  the  Licensor's  standard  royalty  rate  of  two 
cents  (2 (!)  per  cubic  yard  of  crushed  stone,  stipulated  as 
weighing  2,400  lbs.).  The  above  royalties  apply  to  all 
material  crushed  or  passed  through  the  rolls  and  which  may 
be  crushed  or  broken  stone,  inoluding  the  screenings  and 
waste,  when  either  or  both  of  same  are  sold  for  fifteen 
cents  (l?^)  per  net  ton  or  over,  f.o.b.  quarry,  or  when 
used  by  the  Licensee  for  use  in  making  sand-lime  bricks, 
artificial  stone,  blocks,  etc.,  but  no  royalty  is  to  be 
paid  on  such  screenings  and  waste  if  sold  for  less  than 
fifteen  cents  (13/^)  per  net  ton,  or  if  not  used  in  the 
manufacture  of  bricks  or  artificial  stone,  blocks,  etc., 
by  the  Licensee. 

EIGHTH:  If  there  is  any  delay  caused  by  the  Licensor 
or  any  unexpected  or  unusual  delay  in  any  of  the  shops 
during  the  work  of  constructing  the  machine,  due  to 
strikes,  fires,  accidents,  or  other  causes  beyond  the 
reasonable  control  of  any  or  all  the  manufacturers,  then 
the  time  limit  above  provided  for  will  be  extended  pro¬ 
portionately  by  the  Licensor. 


9 


NIHTH:  It  is  further  provided  that  if  at  any  time 
after  the  eapiration  of  the  Test  Period  above  specified, 
the  Licensee  shall  conolude  that  the  further  use  of  Baid 
patented  or  unpatented  machinery  is  inexpedient  and  that 
it  deBireB  to  discontinue  such  use,  then  the  Licensee  ahall 
notify  the  Licensor  in  writing  of  this  fact.  The  license 
granted  by  this  agreement  shall  thereupon  immediately  ter¬ 
minate  and  the  Licensee  shall  not  make  use  of  the  said 
patented  or  unpatented  machinery  thereafter  for  the  pur¬ 
pose  of  crushing  stone  for  any  use  whatsoever,  and  the 
payment  of  royalties  by  the  Licensee  shall  be  discontin¬ 
ued.  When  the  said  license  is  terminated  either  by  reason 
of  the  disc ont inuance  by  the  Licensee  of  the  use  of  the 
said  patented  or  unpatented  machinery,  or  because  of  the 
cancellation  of  the  license  hereby  granted  by  the  Licensor, 
in  accordance  with  any  of  the  provisions  of  the  agreement 
authorizing.  such  cancellation,  the  Licensee  shall  have  the 
right  to  dispose  of  the  machinery  in  its  possession  at  the 
time  of  such  termination  of  said  license  to  any  other  li¬ 
censee  of  the  Licensor  on  the  best  terms  which  can  be  pro¬ 
cured  and  if  sold  to  such  other  licensee  the  machinery 
Bhall  be  uBed  for  crushing  stone  in  the  territory  of  suoh 
licensee  and  not  elsewhere,  in  accordance  with  the  terms 
and  provisions  of  any  license  contracts  between  the  Li¬ 
censor  and  such  other  licensee.  The  Licensor  shall  be 
informed  by  the  Licensee  when  any  such  sale  is  being  ne¬ 
gotiated,  and  the  Licensor  agrees  to  assist  the  Licensee, 
free  of  cost,  in  making  such  sale,  provided  the  machinery 
is  suitable  for  the  work  to  be  done  in  the  territory  of 
such  other  licensee.  If  the  machinery  is  not  disposed  of 
in  this  manner,  then  the  Licensee  shall  have  the  right  to 
dispose  of  the  machinery  in  its  possession  at  the  time  of 
suoh  termination  of  its  license,  as  scrap,  and  for  no  othez 


10 


ubo  01*  purpose,  and  will  Make  a  written  guarantee  to  the 
Licensor  to  this  effect  before  it  sells  the  machinery;  and 
any  suoh  purchaaer  or  purchasers  of  the  said  machinery  from 
the  Licennoe,  as  scrap,  shall  have  no  right  or  license  to 
make  use  or  the  said  machinery  for  the  crushing  of  stone 
or  of  any  other  material.  It  is  understood,  however,  that 
before  any  of  ouch  Edison  machinery  ia  sold  to  a  third 
party  as  scrap,  that  the  Licensee  will  give  the  Licensor 
opportunity  by  notifying  him  in  writing,  to  buy  the  said 
machinery  at  the  current  market  price  of  scrap  iron,  pro¬ 
vided  the  Licensor  wishes  to  buy  tho  same  for  himself  or 
others.  Before  making  any  such  sale  of  the  said  machinery 
either  to  another  licensee  of  the  Licensor,  or  to  any  third 
party  as  scrap,  the  Licensee  shall  notify  the  Licensor  in 
writing  of  the  purchaser's  name  and  address. 

JHSHTH:  If  at  any  tics  after  tho  expiration  of  the 
said  Tost  Period,  the  Licensee  shall  conclude  that  the 
payment  of  the  otuted  royalty  per  ton  has  become  unduly 
large,  it  may  elect  to  relinquish  its  right  to  on  exclusive 
liconao  and  pay  tho  Li  a  an  nor  a  royalty  of  only  one  and  one- 
fourth  (l-l/4f/)  cents  per  net  ton  of  2,000  pounds  or  one 
and  0110-half  (l-l/ap')  cento  per  cubic  yard  if  stone  is 
moasured  on  all  atone  orushod  in  said  machinery  within  said 
territory;  or  it  may  elect  to  retain  the  exclusive  license 
and  to  refer  the  re-adjustment  of  tho  royalty  to  arbitra¬ 
tion,  tho  parties  hereto  each  selecting  an  arbitrator,  and 
these  two  arbitrators  selecting  a  third;  tho  decision  of 
any  two  of  said  arbitrators  shall  be  accoptod  by  the  par¬ 
ties  hereto  as  final,  but  in  no  case  shall  the  right  of 
election  to  submit  the  matter  to  arbitration  be  exercised, 
unless  as  a  result  of  improved  apparatus  or  processes 
invented  or  used  by  competitors  of  the  Lioensee,  the 
market  prioe  of  crushed  etono  is  so  reduced  as  to  make 


11 


the  payment  of  the  stated  royalty  named  under  thin  con¬ 
tract,  commercially  impracticable. 

aEffgZami;  The  Licensor  hereby  covenants  and  agrees 
with  the  IiicenBOG  not  to  grant  to  any  portion,  firm  or  cor¬ 
poration,  no  long  as  the  exclusive  license  herein  granted 
tor  onid  territory  ahull  he  retained  by  the  Licensee,  any 
license  or  territorial  right,  under  said  patents,  within 
any  part  of  the  territory  aforesaid,  in  connect ion  with  tho 
cru uhing  of  stone  a a  aforesaid,  but  tho  Licensor  reaorvoo 
the  right  to  grant  in  said  territory  licenses  or  territor- • 
ial  assignments  under  said  patents  for  tha  oruohing  of 
iron  ore,  or  any  other  ore;  and  the  Licensor  also  reaorvoo 
the  right  to  grant  in  said  territory  licenses  or  territor¬ 
ial  assignments  under  said  patents,  for  tho  crushing  of 
limestone  for  direot  uae  in  the  manufacture  of  cement. 

TWELFTH:  The  Licensee  ahull  not  move,  nor  permit 
the  removal  of  any  Edison  Giant  Roll  Crusher,  or  of  any 
Edison  secondary  Crushers  out  of  the  said  territory,  or 
erect  any  plant  containing  any  such  Crusher  outside  of  the 
said  territory,  nor  ahull  the  Licensee  make  uao  of  any  of 
tho  crushing  plants  heroin  above  provided  to  be  installed 
within  the  said  territory  for  crura) Ling  x’oek  from  outside  of 
said  territory  without  first  having  received  the  written 
concent  of  tbs  Licensor  thereto. 

TlgHTSSHTH:  The  Licenses  Bhall  keep  separate  books 

showing  tha  amount  of  stone  crushed  by  any  crushing  plant 
heroin  provided  for,  and  such  books  uhail  be  open  to  and 
accessible  to  tho  Licensor  or  his  duly  authorised  rep¬ 
resentatives  at  all  reasonable  times.  In  the  case  of  a 
quarry  or  quarries,  whose  whole  product  will  be  shipppd 
over  one  or  more  railroads,  or  other  transportation  sys¬ 
tems,  the  Licensor  may  elect  and  require  that  the  royal- 


12 


tios  herein  payable  ohall  be  based  on  tho  shipping  re¬ 
ceipts  of  tho  railroads  or  other  transportation  systems, 
by  which  tho  produot  of  tho  plant  or  plants  licensed  in 
thiB  agreement  may  be  handled,  and  for  the  purpose  of  this 
agreement,  in  tho  case  of  nuoh  election,  tho  total  amount 
of  the  crushed  stone  shipped  from  such  licensed  plant,  or 
plants,  (minus  only  screenings  sold  for  loos  than  fifteen 
cents  per  ton  or  not  used  for  the  manufacture  of  sand-lime, 
brick,  artificial  stono,  blocks,  etc.)  will  bo  considered 
as  tho  output  thereof,  whoreon  said  royalties  shall  be 
payable.  Tho  Licensee  shall,  for  eaoh  month,  ( whether 
plant  is  running  or  not),  furnish  tho  Lioonsor,  in  dupli¬ 
cate,  a  tonnage  report  of  each  plant,  separately  and  in 
suoh  standard  ono-pago  form  aB  tho  Licensor  may  require 
for  his  records,  which  report  shall  bo  mailed  not  later 
than  tho  seventh  (7th)  of  the  succeeding  month,  and  the 
tonnage  shall  bo  givon  for  eaoh  day  of  the  month,  and 
under  heading  of  size,  so  as  to  show  tho  amount  of  each 
size  of  stono  crushed  per  diem. 

The  royalties  above  provided  for  shall  be  pay¬ 
able  monthly  and  the  Licensee  shall  remit  to  tho  Licensor 
tho  amount  of  the  royaltion  for  each  calendar  month  on  or 
before  tho  twenty-sooond  (22nd)  day  of  the  succeeding 
month. 

POTJRTKBNTH:  Tho  Lioonsor  agrees,  at  his  own 
oxponse,  when  requested  in  writing  by  tho  Licensee  so  to 
do,  and  provided  the  exclusive  rights  herein  granted  shall 
be  retained  by  tho  Licensee  as  herein  provided,  to  prose- 
oute  ouch  infringements  as  the  Licensee  may  designate 
within  any  part  of  tho  said  territory,  of  any  of  the  said 


13 


I  patents  that  may  ho  employed  hy  the  Lioensec,  bo  ae  to 
thereby  protect  the  Licensee  and  preoervo  tho  exclusive 
rights  hereby  granted,  and  tho  Licensor  also  agrees,  at 
his  own  expense,  to  defend  any  suits  which  moy  ho  brought 
against  the  Licensee  for  the  infrlngoment  of  any  patents 
by  tho  ub©  of  the  apparatus  hereby  licensed,  and  to  in¬ 
demnify  and  save  hannloss  the  Licensee  against  all  costs 
and  damages  which  may  be  rocovorod  against  the  Lioensoo  in 
any  such  suit  or  suits,  in  tho  event  of  any  such  suit  or 
suits  within  tho  said  territory,  the  Licensee  agrees  to 
assist  tho  Licensor  in  all  reasonable  and  propor  ways, 
which  may  bo  open  to  tho  Liconoao. 

P1PTEKKTH:  The  license  hereby  granted  and  tho 
royalties  payable  by  tho  toms  of  this  agreement  shall  con¬ 
tinue  as  long  as  any  of  said  patents,  used  in  connection 
with  said  apparatus  by  the  Licensee,  remain  in  force,  un¬ 
less  the  license  heroin  granted  for  the  territory  shall 
bo  previously  surrendered  by  the  Lioonseo,  or  cancollod 
by  the  Licensor,  in  accordance  with  tho  provisions  hereof. 
If  sold  patents  are  declared  invalid  by  tho  final  docreo 
of  a  court  of  competent  jurisdiction,  then  the  royalties 
provided  for  heroin  shall  oeaso  and  determine. 

SIXTEENTH:  The  Licensor  agrees  to  give  tho 
Licensee,  so  long  as  this  contract  may  remain  in  foroe, 
and  subject  to  all  the  toms  and  conditions  hereof,  tho 
benefits  of  all  the  improvements  that  he  may  make,  whether 
the  same  are  patented  or  not,  relating  to  tho  apparatus 
for  crushing  stone  or  designed  for  use  in  direct  connection 
therewith,  whon  euoh  Btono  is  used  for  the  purposes  oovdr- 
ed  by  the  lioonoo  hereby  granted. 


14- 


J. 


SKVEMTEEHTH:  Tho  Li  con  boo  shall  be  permitted 
in  advert! Bing  and  other  printed  raattor  to  refer  to  the 
fact  that  the  apparatus  used  is  manufactured  under  the 
Thomas  A.  Ed loon  patents,  hut  no  other  representation  phall 
he  made  hy  which  the  impression  may  he  croatod  that  the 
Llcenoor  is  connected  with  the  Licenaoe  in  any  other  ca¬ 
pacity  than  aa  Licensor. 

QHTBEHTTt:  The  Lioenoeo  hereby  expressly  recog¬ 
nises  and  acknowledges  the  validity  of  the  Letters  Patent 
under  which  this  license  le  granted,  and  each  of  them; 
and  of  any  patonta  which  may  hereafter  ho  granted  upon  any 
of  the  applications  and  inventions  under  which  thlB  license 
is  granted,  admito  the  title  of  the  Licensor  in  and  to  the 
said  inventions,  patents  and  apj)lications,  admits  that  the 
Lioensor  haB  tho  right  and  power  to  grant  the  rights  and 
licenses  heroin  granted,  and  agrees,  during  tho  oxiDtenoe 
of  this  contract,  not  to  contost  or  attack  tho  validity 
of  any  of  tho  said  patents,  either  directly  or  indireotly, 
and  further,  the  Licensee  agrees  not  to  make  or  to  he 
interested  in  any  similar  or  like  machine  or  apparatus, 
either  directly  or  indireotly.  Tho  Licensee  agrees  not  to 
install  a  Crusher  manufactured  under  the  Thomas  A.  Edison 
patents,  except  as  said  Crusher  or  crushers,  is  or  are 
manufactured  under  all  tho  terns  and  conditions  proscribed 
hy  this  agreement. 

NITOSTKKWTH;  The  lioenBO  hereby  granted  is 
personal  to  the  Licensee  and  its  successors  in  business, 
it  confers  no  right  to  assign  thiB  license  without  the 
written  consont  of  the  Licensor  and  it  applies  only  to 
orushing  plantB  looatod  within  tho  said  licensed  terri¬ 
tory  and  which  may  he  owned  and  operated  hy  tho  Licensee. 


15 


I  Provided,  however,  that  if  any  one  or  more  li¬ 

censed  crushing  plants  hereafter  constructed  hy  the  Licen¬ 
see  shall,  at  any  time  voluntarily,  or  hy  operation  of  law, 
he  sold  or  transferred  to  a  single  person,  firm  or  corpor¬ 
ation,  the  said  purchaser  or  transferee  shall  he  entitled 
to  operate  the  said  plant  or  plants  under  the  same  terms 
and  conditions  hereof,  and  subject  to  the  payment  of 
royalties  as  herein  provided,  hut  no  such  person,  firm  or 
corporation,  to  whom  the  said  plant  or  plants  shall  have 
been  sold  or  transferred,  shall,  hy  reason  of  such  pur¬ 
chase  or  transfer,  he  entitled  to  construct,  erect  or 
operate  additional  plants  embodying  the  said  patented  and 
unpatented  apparatus,  without  the  written  consent  thereto 
of  the  Licensor. 

TTOITIETH:  This  agreement  shall  cease  and  determine 
and  may  he  canceled  hy  the  Licensor,  in  case  of  the  failure 
of  the  Licensee  to  pay  its  royalties  herein  provided,  or 
upon  any  breach  of  any  of  its  conditions,  covenants,  or 
stipulations,  hy  the  Licensee. 

But  this  agreement  shall  not  he  canceled  for 
failure  to  pay  tho  royalties,  as  above  provided,  or  for 
breach  of  any  of  its  conditions,  covenants  or  stipulations, 
until  the  Licensor  shall  first  notify  tho  Licensee  in  wri¬ 
ting,  of  the  default  or  breach,  specifying  the  same,  and 
thereupon  the  Licensee  3hall  have  the  opportunity,  within 
sixty  (60)  days  thereafter,  of  paying  the  amount  of  royalty 
so  in  default,  or  of  correcting  auoh  breach,  ^and  if  said 
J  payment  is  made  or  said  breach  is  corrected  within  the  said 
'  \  \j  period  of  sixty.  (60)  days,  this  agreement  shall  continue 
in  full  force  .and  effeet  until  terminated  for  any  reason 
or  surrendered  by  the  Licensee;  but,  in  case  of  a  second 
similar  default  or  similar  breach,  but  thirty  (30)  days 


16  (\)VH 


notice  shall  he  given,  in  which  to  make  the  defaulted  pay¬ 
ment  or  to  correct  the  breach;  and  no  notice  shall  he  given 
or  time  for  payment  allowed  in  the.  oase  of  any  subsequent 
default  of  payment  or  breach  of  the  conditions,  covenants 
or  stipulations  of  this  agreement.  In__the  event  of  the 
cancellation,  surrender  or  other  termination  of  this  agree¬ 
ment,  neither  of  said  parties  to  this  agreement  shall,  in 
any  way,  v/aive  any  right,  either  at  law  or  in  equity,  to 
sue  for  and  recover  damages  for  the  breach  or  violation  of 
the  said  agreement,  or  for  any  other  appropriate  relief, 


TTOHTY-ffIBSI ;  The  rights,  privileges  and  obliga¬ 
tions  of  the  respective  parties:  in  .and.  to  this  license 
agreement;)  except  ae  herein‘|bdye  otherwise  provided,  shall 
inure  to  and  be  assumed  by  the  executors,  administrators, 
and  assigns  of  the  licensor;,  and  the  successors  in  busi¬ 
ness  of  the  Licensee.  if; 


Ill  WITBESS  WHEHEO|,  the  parties  horeto  have 
iis  agreement ‘in: duplicate  the  day  and  year  • 


executed  this  agreement 
first  above  written. 


tcrrS.  yji<K 


'  dbtC/tZiais*  CtL*-(y  si 

fjt  •  y  s>  CC/ck&Cl\ 


THOMAS  A.  EDISON  (FKisnal) 


MEMORANDUM  OF  AGREEMENT ,  made  and  entered  into 
this  16th  day  of  August,  1909,  by  and  between  THOMAS 
A.  EDI sew,  of  Llewellyn  Park,  West  Orange,  in  the  County 
of  Essex  and  State  of  Hew  Jersey,  hereinafter  called  the 
Licensor,  party  of  the  first  part,  and  THE  KELLEY  ISLAND 
LIME  AND  TRANSPORT  C  CMP  ANY,  a  corporation  of  the  state  of 
Ohio,  hereinafter  referred  to  as  the  Licensee,  party  of 
the  second  part: 


WHEREAS,  the  Licensor  las  obtained  Letters 
Patent  of  the  United  States,  and  has  filed  application 
for  Letters  Patent  of  the  United  States,  as  follows: 

LETTERS  PATENT. 

Crushing  Rolls,  No.  557,187,  Sept.  8,  1896; 

Method  Of  Breaking  Rock,  No.  672,616,  April  23,  1901; 
Apparatus  for  Breaking  Rock,  No.  672,617,  April  23,  1901; 
Grinding  or  Crushing  Rolls,  No.  674,057,  May  14,  1901; 
Apparatus  for  screening  Pulverized  Material,  Ho.  675,057, 
May  28,  1901. 


APPLICATIONS  FOR  LETTERS  PATENT. 


\  Giant  Rolls,  filed  January  13,  1903,  Serial  No.  138,813; 
Crushing  Rolls,  filed  Sept.  7,  1906,  Serial  Ho.  333,607. 


AMD,  WHEREAS,  the  Licensee  Is  desirous  of  ob¬ 
taining  a  license  under  said  patents  and' applications 
according  to  the  conditions  hereinafter  named,  within 
the  following  named  territory,  and  is  desirous  of  instal¬ 
ling  and  operating  at  pr  near  stone  quarries  within  such 
territory,  a  number  of  complete  Edison  Riant  Roll  crush¬ 
ers,  and  is  desirous  of  having  the  said  apparatus  con¬ 
structed  under  the  control  and  general  superintendence 
of  the  Lioensor:,  the  description  of  the  said  territory 
being  the  following,  to  witj - - - - - - 

(1)  All  of  the  State  of  Ohio,  with  the  exception 

of  the  following  named  counties:  Trumbull,  Mahoning,  \ 
Column  ana,  Carroll,  Jefferson,  Belmont,  Harrison  and  Monroe, 

(2)  All  the  islands  in  Lake  Erie  within  the  boun¬ 


daries  of  th.9  United  States  of  Americf 


and  within  a  radius 


of  seventy-five  (75)  miles  from  the  City  Hall  in  the  City 
of  Detroit,  Michigan,  and  south  of  a  prolongation  of  the 
line  which  forms.^the  northern  boundaries  of  the  counties 
of  Williams,  Pulton  and  Lucas  in  the  State  of  Ohio. 


(3)  All  that  territory  in  the  State  of  Pennsylvania 
within  the  following  named  counties:  Erie,  crawford,  j 
Warren,  Forest,  Elk,  McKean,  Cameron,  Potter  and  Tioga. 

(4)  All~ that  territory  iiTthe  State^of-lfewTror^ 
included  in  the  following  named  counties:  Chautauqua, 
Erie,  lilagara,  Orleans,  Genesee,  Monroe,  Wyoming,  Living¬ 
ston,  Cattaraugus,  Alleghany,  Steuben,  Ontario,  Yates, 
Wayne,  Schuyler  and  Seneca. 


WHEREAS,'  the  Licensor  is  willing  to  grant  such 
license  under  said  Letters  Patent  and  applications,  for 
the  said  territory,  suhjeot  to  the  conditions  and  for 
the  purpose  hereinafter  named,  and  is  willing  to  under¬ 
take  the  control  and  superintendence  of  the  construction 
of  the  said  Edison  Giant  Roll  Crushers. 

HOW,  THEREFORE,  in  consideration  of  the  premises 
and  of  the  mutual  covenants  and  agreements  hereinafter' 
set  forth,  THE  PARTIES  HERETO  AGREE  AS  FOLLOWS; 

FIRST;  The  Licensor  hereby  grants  to  the  Licensee, 
subject  to  the  conditions  hereinafter  named,  an  exclusive 
license  under  the  said  Letters  Patent  and  any  Letters 
Patent  which  may  hereafter  be  granted  on  said  applications 
within  and  throughout  the  Baid  total  territory  above 
described,  for  the  purpose  of  brushing  for  all  uses 
(except  for  direct  use  in  the  manufacture  of  cement)  lime¬ 
stone,  gneiss  or  other  rock,  which  may  be  found  within  the 
said  territory,  but  not  including  iron  or  other  ores. 

SECOHDs  The  Licensee  hereby  agrees  to  install  with¬ 
in  the  above  specified  territory  within  one  year  from  the 
signing  of  this  contraot  at  each  of  the  following  points: 
Marblehead,  Ohio;  White  Rook,  Ohio;  and  Akron,  Hew  York, 
one  complete  Edison  Giant  Roll  Crusher,  and  secondary 
rolls  and  screens,  and  all  such  other  equipment  as  the 
Licensor  and  Licensee  shall  mutually  determine  to  be 
neoessary  for  operating  satisfactorily  a  complete  plant 
f  or  crushing  Btone.  It  is  the  expectation  of  the  parties' 
hereto  that  said  installations  shall  be  complete  and 
ready  for  operation  within  one  year  from  the  date  of  this 


COPY 

agreement,  but  if,  for  any  reason  which  is  unavoidable 
and-  beyond  the  control  of  either  of  the  parties  hereto, 
it0  completion  should  be  delayed  beyond  the  said  one  year 
period,  the  said  installation  shall  be  completed  and  the 
machinery  put  into  operation  as  soon  as  practicable  there¬ 
after.  The  Licensee  further  agrees  to  place  orders  for 
the  maohinery  in  accordance  with  the  stipulations  of  this 
contract  as  soon  aB  the  plans  are  definitely  decided  upon, 
and  all  said  machinery  is  to  be  delivered  within  one 
ye»r  from  date  of  this  contract. 

The  first  six  (6)  months  after  the  Edison  Giant 
Crushers  at  white  Rook,  Ohio  and  Akron,  Hew  York,  are 
first  started  up,  shall  be  considered  a  Test  Period  for 
each  of  said  Crushers.  At  the  end  of  this  period,  unless 
the  licensor  shall  extend  this  limit  upon  good  cause 
shown,  the  licensee  may  notify  the  licensor  in  writing, 
if  it  so  concludes,  that  in  its  estimation  the  Edison 
(jigint  Roll  Crushers  so  installed  at  White  Rock,  Ohio  and 
on .  New  Yorklare  not  a  practical  success.  Upon 
thds  notification  having  been  given,  the  exclusive  license 
hereby  granted  shall  terminate,  and  other  licenses  under 
sai-d  letters  Patent  and  applications  therefor  may  thereupon 
he  granted  by  the  licensor  to  any  other  perBon,  firm  or 
corporation,  within  the  above  specified  territory  and 
tb«  licensee  shall  have  a  non-exclusive  right  and  license 
in  said  territory.  If,  within  a  period  of  six  (6)  months 
from  the  first  starting  of  the  aaid  Crushers  at  White 
Rock,  Ohio  or  Akron,  New  York,  or  within  such  extension 


(4) 


c 


0  P  Y 


or  extensions  of  said  time  as  may  be  granted  by  the  Li¬ 
censor,  said  Licensee  does  not  notify  the  Licensor  in 
writing  that  the  said  Crushers  are  not  a  practical  and 
commercial  success,  or  if  within  the  said  times  the  Licen¬ 
see  shall  notify  the  Licensor  in  writing  that  the  said 
Crushers  are  operating  successfully  and  satisfactorily, 
then  thiB  agreement  shall  become  operative  for  the  terri¬ 


tory  above  defined,  as  an  exclusive  license,  subject  to 
the  terms  and  conditions  hereof ,yIThere~shall  be  no  torT 
'period  such  as  above  set  forth,  in  the  case  of  the 
Marblehead,  Ohio  Crusher,  or  in  the  case  of  subseqi 
crushers  to  be  installed  by  the  Licensee. 


THIRD:  The  construction  and  installation  of  the 

said  Edison  Giant  Roll  Crushers,  and  any  additional  Crusher 
or  Crushers  thereafter  that  may  be  required  by  the  Licen¬ 
see  shall  be  carried  out  in  the  following  manner:  The 
Licensor  shall  have  control  and  superintendence  of  the 
design  of  the  machinery  and  of  its  manufacture  and  inspec¬ 
tion;  he  wiii  obtain  bids  from'reliable  concerns  for  its 
manufacture  and  will  recommend  to  the  Licensee  the  accept¬ 
ance  of  Buch  bids  as  he  considers  most  favorable,  jhe 
orders  for  machinery  shall  be  placed  for  the  account  of, 
and  subject  to  the  confirmation  of  the  Licensee,  and  the 
Licensee  shall  pay  all  invoices  for  parts  received  from 
or  manufactured  in  accordance  with  the  regular  terms  of 
the  Manufacturer,  dr'ln  accordance  with  any  special  terms 
which  may  be  agreed  upon  before  placing  the  order,  it' is 
agreed  that  if  it  becomes  necessary  for  the  Licensor  to 
have  any  woric  done  at  his  own  plant  in  connection  with  the 


(5) 


C_  0  P  Y 

manufacture  of  any  of  said  Crushers  or  to  furnish  any  part 
or  parts  thereof,  than  the  said  Licensor  shall  have  such 
work  dona  and  shall  furnish  such  parts  and  for  any  part 
or  parts  so  furnished  and  work  done  at  the  plant  of  the 
Licensor,  the  latter  will  charge  the  Licensee  only  the 
aotual  cost  of  the  same,  it  being  understood  that  all  of 
the  said  machinery  is  to  be  furnished  at  cost  to  the  Licen¬ 
see  without  addition  of  any  manufacturing  or  soiling  pro¬ 
fits  by  the  Licensor.  After  orders  have  been  placed,  as 
above  provided,  the  Licensor  shall  have  entire  charge  of 
the  manufacture  of  said  machinery  and  will,  free  of  expense 
to  the  Licensee,  inspect  the  different  work,  as  it  pro¬ 
gresses,  at  such  time  or  times  as  the  Licensor  thinks 
necessary.  The  licensor  will  furnish  and  loan  to  the 
manufacturers  of  the  Edison  Giant  Roll  Crushers  or  parts 
thereof,  all  necessary  detail  drawings  and  all  patterns 
except  when  these  wary  from  the  Licensor's  standards,  free 
of  any  charge  to  the  Licensee  except  the  necessary  cost 
of  transportation  to  and  from  the  shops  of  suoh  manufac¬ 
turers.  Bvery  said  Edison  Giant  Roll  Crusher  and  second¬ 
ary  Crushing  Rolls  to  be  manufactured  under  thiB  agreement 
shall  be  of  the  best  material  and  workmanship  and  of  the 
latest  and  most  improved  design  of  the  Licensor  and  the 
machine  shall  be  complete  in  all  its  parts  and  constructed 
to  suit  the  work  In  its  particular  territory,  so  far  as 
suoh  work  can  be  foreseen.  The  else  of  the  said  crusherB 
is  to  he  determined  by  the  Licensor  and  to  be  approved 
by  the  Licensee  as  meeting  the  different  requirements. 


(6) 


FOURTHS  As  soon  as  tho  sites  for  the  said 
Crushers  have  been  selected  by  the  Lioensee  and  the  Licen¬ 
sor  has  bean  notified  of  the  location  of  the  said  Bites, 
the  Licensor ,  at  his  own  expense,  shall  cause  on  e  or  more 
of  his  competent  engineers  to  visit  the  said  sites  for 
the  said  Crushers  in  order  to  decide  as  to  the  best  method 
of  installing  the  said  machinery.  Upon  said  visit  the 
representatives  of  the  Licensor  and  of  the  Lioensee  shall 
determine  as  far  as  possible  the  plans  to  be  followed 
so  that  the  said  machinery  may  be  Installed  to  the  best 
advantage.  The  Licensor,  as  soon  as  possible  thereafter, 
and  at  his  own  expense,  will  make  the  drawings  for  the 
foundation  and  installation  of  the  Crushers.  The  Licen¬ 
sor  will  also,  if  desired,  in  so  far  as  he  can,  make  draw¬ 
ings  showing  in  a  general  way  the  arrangement  of  the  crush¬ 
ers  in  the  plant,  with  reference  to  the  remaining  portion 
thereof ,  charging  only  the  wages  of  the  draughtsmen  to  the 
Licensee,  but  the  Licensor  shall  not  be  responsible  for 
the  erection  or  arrangement  of  the  entire  plait,  nor  for 
the  arrangement  of  the  Crushers  with  referent  e  to  the 
plant,  which  matters.  It  is  contemplated,  shall  be  under 
the  direction  and  control  of  a  competent  engineer  or  con¬ 
struction-draughtsman  to  be  employed  by  the  Licensee.  The 
Licensor  will  give  to  the  Licensee,  in  so  far  as  he  rea¬ 
sonably  can,  the  benefit  of  his  advice  and  experience  in 
connection  with  the  said  Crusher  installation  and  will 
assist  the  said  draughtsman  or  engineer,  as  far  as  possi¬ 
ble,  regarding  the  Installation  thereof,  by  correspondence, 
or  personally  at  the  plant  of  the  Edison  Portland  Cement 
Company,  at  Hew  Village,  Hew  Jersey,  or  at  the  Edison  Lab¬ 
oratory,  Orange,  Hew  Jersey,  as  the  Licensor  may  eleot. 

<7) 


COPY 

FIFTH:  The  erection  and  starting  up  of  the 

Crushers  shall  he  In  acoordanoe  with  the  plans  and  in¬ 
structions  of  the  Licensor  and  shall  he  under  the  control 
and  superintendence  of  a  competent  man  to  he  furnished  hy 
the  Licensor,  who  shall  remain  with  the  Crushers  after  they 
haws  been  installed,  long  enough  to  satisfy  himself  that 
the  machines  are  operating  successfully  and  satisfactorily. 
The  Licensee  shall  pay  for  the  services  of  said  man  at  the 
rate  of  Five  hollars  and  Fifty  Cents  ($5.50)  per  day, 
including  the  time  during  which  he  is  engaged  at  the  Li¬ 
censee's  plant,  traveling  thereto  and  returning  therefrom, 
and  shall  also  pay  his  hoard  while  engaged  at  the  Llcen- 
eee's  plant,  and  all  legitimate  traveling  expenees  from 
Hew  Village,  Hew  Jersey,  or  an  equivalent  point  and  return. 
The  Licensor  guarantees  that  eaoh  said  Edison  Cruaher  made 
under  this  agreement,  if  made  hy  manufaoturere  whose  hide 
are  approved  ty  him,  and  if  properly  installed  and  properly 
operated,  will  operate  successfully  and  will  do  the  work 
for  which  it  may  he  designed,  in  a  proper  manner. 

SIXTH:  If  the  exclusive  license  granted  hy  this 

agreement  is  retained  ly  the  Licensee,  the  Licensee  shall 
Install  such  additional  Edison  Crushing  Rolls  as  may  he 
aeoessary  to  adequately  Bupply  the  market  for  crushed  stone 
within  or  controlled  hy  the  said  total  territory,  all  said 
Cruehors  to  he  constructed,  inspected  and  installed  and 
operated  in  the  same  manner  as  the  crushers  hereinabove 
provided  for,  although  the  else  of  the  same  may  be  differ¬ 
ent  therefromi  The  Licensee  shall  use  every  reasonable 
effort  to  further  the  Interests  of  the  Licensor  within 
said  territory,  and  if  at  any  time  the  Licensor  believes 


(8) 


COPY 

that  the  business  within  or  controlled  V  the  said  terri- 
t#ry.  18  not  b0ine  properly  developed  by  the  Licensee, 
and  that  the  patented  or  non-patented  apparatus  of  the 
Licensor  ie  not  being  introduced  therein  to  an  adequate 
extent,  the  question  of  installation  of  additional  Edison 
Crushers  therein  shall  be  submitted  to  arbitrators,  the 
Licensor  appointing  one  arbitrator,  the  Licensee  another, 
and  the  two  so  appointed  selecting  a  third,  and  the  deci¬ 
sion  of  any  two  of  said  arbitrators  shall  be  accepted  as 
final  and  binding  by  the  parties  hereto.  If  the  Licensee 
ahall  not  with  due  diligence  cosily  with  the  decision  of 
■aid  arbitrators,  requiring  the  further  installation  and 
equipment  of  additional  crushers  within  the  said  terri¬ 
tory,  or  if  the  Licensee  shall  refuse  to  appoint  an  arbi¬ 
trator  or  to  submit  the  matter  to  arbitration,  as  above 
provided,  the  exclusive  license  hereby  granted  shall  ter¬ 
minate,  and  the  Lioensee  shall  be  entitled  only  to  a  non¬ 
exclusive  license,  as  to  the  plant  or  plants  then  in 
operation,  or  under  construction. 

SEVENTH!  The  Licensee  shall  pay  license  fees,  or 
royalty,  to  the  Licensor,  his  heirs  and  assigns,  on  all 
stone  passed  through  any  Edison  Giant  Holl  crusher  instal¬ 
led  under  the  terms  of  this  agreement,  as  follows:  During 
the  test  period  of  operation  of  the  first  crusher  to  be 
installed  at  Ehite  Rock,  Ohio,  and  of  the  first  crusher  to  be 
installed  at  Akron,  New  York,  (which  is  six  (6)  months 
from  time  of  first  starting  the  Edison  Giant  Holl  Crushers 
at  these  respective  locations)  the  sum  of  one  <l)  cent  per 
gross  ton  of  Two  thousand  two  hundred  and  forty  (2,240) 
pounds  on  all  stone  passed  through  said  apparatus.  There- 


(9) 


after  and  during  the  subsequent  life  of  this  agreement, 
the  Licensee  agrees  to  pay  the  Licensor  on  all  stone  passed 
through  any  Edison  Giant  Ron  crusher  installed  under  the 
terms  of  this  agreement, /except  the  crushers  to  be  install, 
at  Kolley  Island  in  Lake  Brie  and  at  Marblehead  in 
Ohio,  which  are  hereinafter  specially  provided  for,  a  roy¬ 
al  ty  of  one  and  eighty-five  one  hundredths  (1-es/lOO)  cents 
per  gross  ton  of  Two  Thousand  two  hundred  and  forty  (2,240) 
pounds.  (These  figures  are  based  on  the  Licensor's  stan¬ 
dard  royalty  rate  of  two  (2)  cents  per  cubic  yard  of 
orushed  stone,  stipulated  as  weighing  2,400  pounds)  ./Pro- 
Wldod  however,  that  in  consideration  of  the  unusual  condi¬ 
tions  of  quarrying  and  crushing  stone  at  Marblehead,  Ohio, 
and  Kelley  Island,  Ohio,  the  Licensor  agrees  that  if  the 
saving  expected  by  the  use  of  Edison  Giant  Roll  crushers 
is  not  in  excess  of  five  (5)  cents  per  ton  over  the  Lloen- 
see's  present  cost  for  quarrying  and  crushing,  then  the 
royalty  payable  at  the  two  above  named  plants  nvm-p  be  one 
cent  (1)  per  gross  ton.  If  the  saving  is  over  six  (6) 
cents  per  gross  ton  the  royalty  shall  bo  one  and  seventeen 
one-hundredths  (1-17/lQO)  cents  per  gross  ton,  and  to 
continue  in  the  same  ratio  up  to  a  saving  of  ten  (10)  cents 
per  gross  ton  when  the  full  royalty  of  one  and  eighty-five 
one  hundredths  (1-88/100)  oents  per  gross  ton  shall  b«_ 
Paid, )  The  above  royalties  apply  to  all  material  orushed 
or  passed  through  the  rolls  and  which  may  be  crushed  or 
broken  stone,  including  the  screenings  and  waste,  when 
sold  for  fifteen  (15)  cents  per  gross  ton  or  over,  f .o.b. 
quarry,  or  when  used  by  the  Licensee  for  use  in  making 
sand-lime  bricks,  artificial  stone,  blooks  and  similar 

(10) 


products,  tut  no  royalty  is  to  to  paid  on  suoh  screenings 
and  waste  if  sold  for  less  than  fifteen  (15)  cento  per 
gross  ton,  or  if  not  used  in  the  manufacture  of  bricks  or 
artificial  stone,  bloeks,  or  other  similar  products  to 
the  Licensee. 

BIOHTHj  If  there  is  any  delay  caused  ty  the  licen¬ 
sor  or  any  enuxpeoted  or  unusual  delay  in  any  of  the 
shops  during  the  work  of  constructing  the  said  Crusher  or 
crushers  due  to  strikes,  fires,  accidents  or  other  causes 
teyond  the  reasonable  control  of  any  or  all  the  manufactu¬ 
rers,  then  the  time  limit  above  provided  for  will  be  ex¬ 
tended  proportionately  by  the  Licensor.  The  Licensor  fur¬ 
ther  agrees  that  on  the  request  of  the  Licensee  ho  will 
extend  the  time  for  the  complete  installation  of  the  Akron. 

Hew  York,  plant  to  such  time  ub  may  be  requested  by  the 
licensee,  not  weeding  nineteen  (19)  month,  from  the  date 
of  this  agreement. 

H1HTH:  It  is  further  provided  that  if  at  any  time 

after  the  expiration  of  the  test  period  above  specified, 
the  Licensee  shall  conclude  that  the  further  use  of  said 
patented  or  unpatented  machinery  is  inexpedient  and  «at 
it  desires  to  discontinue  such  use,  then  the  Licensee  Shall 
notify  the  liceneor  in  writing  of  this  fact.  The  license 
grm  ted  by  this  agreement  shal  thereupon  terminate  and 
the  Licensee  shall  not  make  use  of  the  said  patented  or 
unpatented  machinery  thereafter  for  the  purpose  of  crushing 
stone  for  any  use  whatsoever,  and  the  payment  of  royalties 
by  the  Licensee  shall  be  discontinued.  Ihen  the  said 
license  is  terminated  dither  by  reason  of  the  discontinu¬ 
ance  by  the  Licences  of  the  us.  of  the  said  patented  or 
unsatented  machinery,  or  because  of  the  cancellation  of  the 


(11) 


license  hereby  granted  by  the  Licensor,  in  accordance  with 
any  of  the  provisions  of  this  agreement  authorizing  Buoh 
cancellation,  the  Lioensee  shall  have  the  right  to  dispose 
of  the  maohinery  in  its  possession  at  the  time  of  suoh  ter¬ 
mination  of  said  license  to  any  other  licensee  of  the 
Licensor  on  the  best  terms  which  can  be  procured,  and  if 
sold  to  suoh  other  licensee,  the  said  maohinery  shall  be 
used  for  crushing  stone  in  the  territory  of  suoh  other 
lioensee  and  not  elsewhere  in  aocordanoe  with  the  terns 
and  provisions  of  any  license  contracts  between  the 
Licensor  and  suoh  other  licensee.  The  Licensor  shall  be 
informed  by  the  Llcenoee  when  any  suoh  sale  is  being 
negotiated,  and  shall  assist  the  Licensee,  free  of  cost, 
in  making  suoh  sale,  provided  the  maohinery  is  suitable  for 
the  work  to  be  done  in  the  territory  of  suoh  other  licensee. 

If  the  maohinery  is  not  disposed  of  in  this  manner,  then 
the  Lioensee  shall  have  the  right  to  dispose  of  the  machinery 
in  its  possession  at  the  time  of  suoh  termination  of  its 
license,  as  scrap,  and  for  no  other  use  or  purpose,  and 
will  make  a  written  guarantee  to  the  Licensor  to  this 
effect  before  it  sells  the  machinery;  and  any  suoh  purchaser 
or  purchasers  of  the  said  machinery  from  the  Lioensee,  as 
scrap,  shall  have  no  right  or  license  to  make  use  of  the 
said  machinery  for  the  orushlng  of  stone  or  of  any  other  ma¬ 
terial.  It  is  understood,  however,  that  before  any  of 
suoh  Bdison  maohinery  is  sold  to  a  third  party  as  scrap,  the 
Licensee  will  glue  the  Licensor  opportuinty  by  notifying  hlitt 
in  writing,  to  buy  the  said  maohinery  at  the  current  market 
price  of  scrap  iron,  provided  the  Licensor  wishes  to  buy  the 
same  for  himself  or  others.  Before  making  any  such  sale  of  the 
said  maohinery  either  to  another  lioensee  of  the  Lioensor  or 

(is) 


r 


Li 

ft' 

f 

-h: 


to  any  third,  party,  aa  bo  rap,  the  Licensee  Shall  notify  tbo 
Licensor  in  writing  of  tha  purohaaar'a  nana  and  address. 

THKTH:  If  at  any  time  after  tha  expiration  of  the 

said  test  period,  the  Licensee  ehall  oonolude  that  the 
payment  of  the  stated  royalty  per  ton  has  Deo  one  unduly 
large,  It  may  eleot  to  relinquish  its  right  to  an  exolu- 
siTS  license  and  pay  the  Licensor  a  royalty  of  only  one 
and  four-tenths  (l-4/lO)  cents  per  gross  ton  of  two  thou¬ 
sand  two  hundred  and  forty  (2,240)  pounds  on  all  stone 
crushed  in  said  machinery  within  said  territory,  except 
in  the  oases  of  the  said  Marblehead  and  Kelley  Island 
plants,  in  which  oases  no  such  reduction  shall  be  made; 
or  it  may  eleot  to  retain  the  exclusive  license  and  to 
refer  the  readjustment  of  the  royalty  to  be  paid  on  stone 
crushed  in  any  or  all  of  the  plants  to  be  installed  under 
this  agreement  to  arbitration,  the  parties  hereto  eaoh 
J selecting  an  arbitrator,  and  these  two  arbitrators  select- 
in  g  a  third;  the  decision  of  any  two  of  said  arbitrators 
,h„n  be  aooepted  by  the  parties  hereto  as  final,  but  in 
:  no  case  shall  the  right  of  election  to  submit  the  matter 
to  arbitration  be  exeroised,  unless  as  a  result  of  improved 
apparatus  or  processes  invented  or  UBed  by  competitors  of 
the  Licensee,  the  market  price  of  o rushed  stone  is  so 
reduced  aeto  make  the  payment  of  the  said  royalty  named 
under  this  contract  conmercially  impracticable. 

ELEVENTH:  The  Licensor  hereby  covenants  and  agrees 
with  the  Licensee  not  to  grant  to  m  y  person,  firm  or  cor¬ 
poration,  so  long  as  the  exclusive  liosnse  herein  granted 
for  said  territory  shall  be  retained  by  the  Lioensee,  any 
license  or  territorial  right,  under  said  patents,  within 
any  part  of  the  territory  aforesaid,  in  connection  with 
the  orushing  of  stone  as  aforesaid,  but  the  Licensor  re- 


(13) 


serves  the  right  to  grant  in  said  territory  licenses  or 
territorial  assignments  under  said  patents  for  the  crush¬ 
ing  of  iron  ore,  or  any  other  ore;  and  the  Lioensor  also 
reserves  the  right  to  grant  in  said  territory  licenses  or 
terrltorid.  assignments  under  said  patents,  for  the  orush- 
lng  of  limestone ’for  direct  use  in  the  manufacture  of 
cement, 

TTOEFTH:  The  licensee  shall  not  move,  nor  permit 
the  removal  of  any  Edison  Slant  Boll  Crusher,  or  of  any 
Edison  secondary  orutiers  out  of  the  said  territory,  or 
erect  any  plant  containing  any  such  crusher  outside  of 
the  said  territory,  nor  shall  the  Licensee  make  use  of 
any  of  the  orushlng  plants  hereinabove  provided  for  to  be 
installed  within  said  territory  for  crushing  rook  from 
outside  of  said  territory  without  first  having  received 
the  written  consent  of  the  Licensor  thereto. 

THIRTEENTH:  The  Licensee  shall  keep  separate 

books  showing  the  amount  of  stone  crushed  by  any  crushing 
plant  herein  provided  for,  and  such  books  shall  be  open 
and  aooessible  to  the  Lioensor  or  his  duly  authorized 
representative  at  all  reasonable  times.  In  the  case  of 
a  quarry  or  quarries,  whose  whole  product  will  be  shipped 
over  one  or  more  railroads,  or  other  transportation  sys¬ 
tems,  the  Licensor  may  elect  and  require  that  the  roy¬ 
alties  herein  payable  Shall  be  based  on  the  shipping  re¬ 
ceipts  of  the  railroads  or  other  transportation  systems, 
by  which  the  product  of  the  plant  or  plants  liaeneed  in 
this  agreement  may  be  handled,  and  for  the  purpose  of  this 
agreement,  in  the  oase  of  such  election,  the  total  amount 

1 14) 


of  the  crashed  atone  shipped  from  such  licensed  plant,  or 
plants,  (minus  only  screenings  sold  for  less  than  fifteen 
(15)  cents  per  ton,  or  not  used  for  the  manufacture  of  Band- 
lime  briok,  art^*£felal  stone,  blocks  and  the  like)  will  be 
considered  as  the  output  thereof,  Whereon  said  royalties 
shall  be  payable.  The  licensee  shall,  for  each  month, 
(whether  plant  is  running  or  not) ,  furnish  the  lioensor, 
in  duplioat®,  a  tonnage  report  for  each  plant ,  separately 
and  in  such  standard,  onepage  form  as  the  lioensor  may 
require  for  his  records,  which  reports  shall  be  mailed  not 
later  than  the  fifteenth  (10th)  of  the  succeeding  month, 
and  the  tonnage  Bhall  be  given  for  eaoh  day  of  the  month, 
and  under  the  heading  of  alee  of  stone  crushed  per  diem. 

The  royalties  above  provided  for  shall  be 
payable  monthly  and  the  Licensee  shall  remit  to  the  Licensor 
the  amount  of  royalties  for  each  calendar  month  on  or  be¬ 
fore  the  twenty-ssoond  (22nd)  day  of  the  succeeding  month. 

JOTOTBBJTH:  The  Licensor  agrees,  at  his  own 

expense,  When  requested  in  writing  by  the  Lloensee  so  to 
do,  and  provided  the  exclusive  rightB  herein  granted  shall 
be  retained  by  the  Licensee  aa  herein  provided,  to  prose¬ 
cute  suoh  infringements  ae  the  Lioensae  may  designate  with¬ 
in  any  part  of  the  said  territory,  of  any  of  the  said  pat¬ 
ents  that  may  bs  employed  by  the  Lioeneee,  ao  aa  to  thereby 
protect  the  Licensee  and  preserve  the  exclusive  rights 
hereby  granted,  and  the  Licensor  also  agrees,  at  his  own 
expense,  to  defend  any  suite  which  may  be  brought  against 
the  Licenses  for  the  infringement  of  any  patents  by  the 
use  of  the  apparatus  hereby  lleensed,  and  to  indemnify  and 


(15) 


4 


save  harmlesa  the  Licensee  against  all  costs  and  damages 
which  may  be  recovered  against  the  Lioensee  in  any  such 
suit  or  suits.  In  the  event  of  any  suoh  suit  or  shits 
within  the  said  territory,  the  Licensee  agrees  to  assist 
the  Licensor  in  all  reasonable  and  proper  ways,  which  may 
lr  be  open  to  the  Licensee. 

-i  The  Licensor  further  agrees  for  and  in  oonsid- 

oration  of  the  Licensee  being  the  first  and  original  Li- 
|  oensee  within  the  above  described  territory,  that  provided 
the  suit  Which  the  Licensor  now  has  pending  in  the  united 
States  Cirouit  Court  for  the  Western  District  of  Hew  York, 
against  Allio-Chalmera  Company,  aspire  Limestone  Company 
\  and  the  Oaeparis  stone  company  Shall  be  finally  decided  in 
3  favor  of  the  Licensor,  and  if  the  Licensor  shall  then  de- 
2 

oide  to  grant  a  lioense  for  the  operation  of  the  Crushing 
j  Rolls  located  at  Pekin,  Hew  York,  to  whioh  the  said  suit 
*  relates,  the  Lioeneor  shaU  pay  to  the  Lioensee  twenty- 
<3  five  per  oent  (26#) of  all  royalties  reoeived  by  him  upon 
|  stone  crushed  by  the  said  Crushing  Rolls  at  Pekin,  how  York, 
and  the  Licensee  agrees  that  if  the  said  suit  shall  he  so 
terminated  in  favor  of  the  Lioeneor  the  Licensor  shall 
.  f  have  the  right  to  grant  a  lioense  for  the  operation  of  the 


J 


said  Crushing  Rolls  at  Pekin,  Hew  York,  but  the  said 
lioense  shall  provide  for  the  payment  of  a  royalty  of  not 
less  than  three  (3)  cents  per  oubio  yard  of  2400  lbs.  on 
all  stone  o rushed  by  the  said  rolls  and  Bhall  be  limited 
etriotly  to  the  present  location  of  the  Baid  crushing  Rolls 
at  Pekin,  Hew  York. 


(Id) 


JUTBKHTH:  The  license  hereby  granted  and  the 

royalties  payable  by  the  terns  of  this  agreement  shall  con¬ 
tinue  as  long  as  any  of  said  patents,  used  in  connection 
with  said  apparatus  by  the  Licensee,  remain  in  foroe,  un¬ 
less  the  license  hereby  granted  for  the  territory  shall  be 
previously  surrendered  by  tbs  Licensee,  or  canceled  by  the 
Licensor,  in  accordance  with  the  provisions  hereof.  If 
said  patents  ar±  declared  invalid  by  the  final  decree  of 
a  court  of  last  resort  and  of  competent  jurisdiction,  then 
the  royalties  provided  for  herein  shall  cease  and  deter¬ 
mine. 

Simoomi!  The  Lloensor  agrees  to  give  free  of 
charge  to  the  Llcenaee,  so  long  as  this  oontraot  may  remain  in 
force,  and  aubjeot  to  all  the  terms  and  conditions  hereof,  the 
benefits  of  all  the  improvements  that  he  may  make,  Whether 
the  same  are  patented  or  not,  relating  to  tho  apparatus 
for  orushlng  stone  or  designed  for  use  in  direct  connection 
therewith,  when  such  apparatus  is  used  for  the  purposes 
covered  by  the  license  hereby  granted. 

8KVKSTBK3TH:  The  Licensee  shall  be  permitted  in 

advertising  and  other  printed  matter  to  refer  to  the  foot 
that  the  apparatus  used  is  manufactured  under  the  Tbomas 
A.  Bdison  patents,  but  no  other  representation  shall  be 
made  by  which  the  impression  may  be  created  that  the  Lloen¬ 
sor  is  connected  with  the  Licensee  in  any  other  capacity 
than  as  Lioensor. 

BIGHT KHHTHt  The  Licensee,  for  itself,  ltB  suc¬ 

cessors  and  assigns,  hereby  expressly  recognises  and  ac¬ 
knowledges  the  validity  of  the  Letters  Patent  under  whioh 

(17) 


this  license  is  grant ad ,  and  each  of  them;  and  of  any 
patents  whloh  may  hereafter  he  granted  upon  any  of  the 
applications  and  Inventions  under  which  this  license  is 
granted;  admits  the  title  of  the  Lloensor  in  and  to  the 
said  inventions,  patents  and  applications;  admits  that  the 
lloensor  has  the  right  and  power  to  grant  the  rights  and 
licenses  herein  granted;  agrees  during  the  existence  of 
this  oontraot,  not  to  contest  or  attaok  the  validity  of 
any  of  the  said  patents,  either  directly  or  indlreotly; 
agrees  not  to  make  or  to  he  interested  in  any  similar  or 
like  machine  or  apparatus,  either  directly  or  indlreotly, 
and  agrees  not  to  install  a  crusher  manufactured  under 
the  Thomas  a.  Bdlson  patents,  except  as  said  crusher  or 
crushers,  is  or  are  manufactured  under  all  the  terms  and 
conditions  prescribed  hy  this  agreement. 

H1HKTKSNTH:  The  license  herein  grai  ted  is  perso¬ 

nal  to  the  Licensee  and  its  aucoassors  in  business;  it 
confers  no  rights  to  grant  suh-lloensss  without  the  written 
consent  of  the  Licensor;  and  it  applies  only  to  crushing 
Plants  looatsd  within  said  licensed  territory  and  which 
may  he  owned  and  operated  by  the  Lloensee;  Provided,  how¬ 
ever,  that  if  any  one  or  more  lloensed  crushing  plants 
hsreafter  constructed  by  the  Licenses  ahaii  at  any  tims 
voluntarily,  or  by  operation  of  law,  bo  sold  or  transfer¬ 
red  to  a  single  person,  firm  or  eojporatlon,  the  said  pur¬ 
chaser  or  transferee  shall  bs  entitled  to  the  benefit  of  a 
license  to  operate  the  same  under  the  terms  and  conditions 
hereof  and  subjeot  to  the  payment  of  royalties  as  herein 
provided,  but  no  suoh  person,  firm  or  corporation  Shall, 


(18) 


by  reason  of  such  purchase  or  transfer  be  entitled  to 
construot  and  operate  additional  plants  embodying  the  said 
patented  and  unpatented  apparatus  without  the  consent 
thereto  of  the  Licensor,  . 

TWUllwH:  This  agreement  shall  cease  and  determine 

and  may  be  oanoeled  by  the  Lieensor,  in  case  of  the  failure 
of  the  Licensee  to  pay  the  royalties  herein  provided,  or 
a  breach  of  any  of  its  conditions,  covenants  or  stipula¬ 
tions  by  the  Lloetteee  or  its  successors. 

But  this  agreement  shall  not  be  oanoeled  for  failure 
to  pay  the  royalties,  as  above  provided,  or  for  breach  of 
any  of  its  conditions,  covenants  or  stipulations,  until 
the  Licensor  shall  first  notify  the  Licensee,  in  writing, 
of  the  default  or  breach,  specifying  the  same,  and  there¬ 
upon  the  Lloensee  shall  have  the  opportunity,  within  sixty 
(60)  days  thereafter,  of  paying  the  amount  of  royalty  so 
in  default,  or  of  correcting  ouch  breach,  and  if  said  pay¬ 
ment  is  made  or  eaid  breach  is  corrected  within  the  eald 
period  of  sixty  (60)  daya,  this  agreement  shall  continue 
in  full  force  and  effect  until  terminated  for  any  reason 
or  surrendered  by  the  Licensee;  but  in  ease  of  a  seoond 
similar  default  or  similar  breach,  but  thirty  (30)  daya 
notice  shall  be  given,  in  which  to  make  the  defaulted  pay¬ 
ment  or  to  oorrset  the  breaoh;  and  no  notice  shall  be  given 
or  time  for  payment  allowed  in  the  case  of  any  subsequent 
default  of  payment  or  breaoh  of  the  oondltlone,  covenants 
or  stipulations  of  this  agreement.  In  the  event  of  the 
cancellation  or  other  termination  of  this  agreement, 
neither  of  the  parties  to  this  agreement  Shall,  in  any 
way »  waive  any  right,  either  at  lav  or  in  equity,  to  quo 
for  and  recover  damages  for  the  broach  or  violation  of 
(19) 


the  said  agreement,  or  for  any  other  appropriate  relief,  or 
recovery. 

TWENTY-FIRST:  The  rights,  privileges  and  obligations 
of  the  respective  parties  In  and  to  this  lloense  agreemeit  , 
exoept  as  hereinabove  otherwise  provided,  shall  inure  to 
and  be  assumed  by  the  exevutors,  administrators  and  aBelgns 
of  the  Licensor  and  the  Licensee  and  its  successors  In  busi¬ 
ness. 


TWBHTY-8BCGHD:  PROVIDED,  however,  should  the  licensee 
decide  not  to  put  In  Edison  Giant  Crushing  polls,  at  its  plant 
at  Akron,  Hew  York,  within  nineteen  months  from  date  of 
this  contract,  he  shall  so  notify  the  licensor  In  writing, 
on  or  before  August  1st,  1910,  and  the  license  hereby 
granted  shall  terminated  on  all  that  territory  within  the 
States  of  Hew  York  and  Pennsylvania,  as  above  described. 

TWENTY-THREE:  In  the  event  the  party  of  the  second 
part  shall  acquire  by  purchase  the  plant  at  Pekin,  Hew  York, 
then  the  royalty  of  1.8S  oente  per  gross  ton  will  apply,  and 
shall  be  considered  same  as  if  party  of  second  part  in¬ 
stalled  Rolls  at  Akron,  Hew  York. 

IH  WITHE 86  WHEREOF,  the  parties  hereto  have  executed 
this  agreement  in  duplicate,  the  day  and  year  first  above 
written. 

witnesses  to  the  Signature  of 

Thomas  A.  Edison.  (signed)  Thomas  a.  Edison 

Harry  F.  Hiller  - 8 - 4 -  -*1 - — 

Geo.  a.  Holster 

THE  KELLEY  ISIAHD  LIME  AHD 
TRAHSPOBT  COMPANY, 

EY 

Caleb  B.  GO  wan,  Prest. 


Attest: 


COPY 

AGREE  MEM  T. 


Between 

THOMAS  A.  EDI SOM 

-  and  - 

SIBLEY  QUARRY  COMPANY. 


Dated  Sept.  14,  1909. 


RLE  ENVELOPE  Ho. 

CONTENTS  No..... I _ , 

THOMAS  A.  EDISON  (tasoiuQ 


3 


AGREEMENT  made  this  14th  day  of  September 
A.  D.  1909,  by  and  between  THOMAS  A.  EDISON,  of  Llewellyn 
Park,  West  Orange,  in  the  county  of  Essex  and  State  of 
New  Jersey,  hereinafter  referred  to  aa  "said  Edison", 
party  of  the  first  part,  and  the  Sibley  Quarry  Company, 
u  corporation  of  Michigan,  hereinafter  referred  to  ns 
"said  Sibley  Company" ,  party  of  the  second  part, 

WITNESSETH: 

WHEREAS,  by  an  agreement  dated  July  15,  1907, 
the  said  Edison  granted  unto  tha  said  Sibley  Company  a 
liconse  under  tho  following  named  patents  and  applica¬ 
tions  :• 

LETTERS  PATENT 

Crushing  Rolls,  Ho.  567,187,  Sept.  8,  1890; 

Method  of  Breaking  Rook,  Mo.  672,01(5,  April  23,  1901; 
Apparatus  for  Breaking  Rock,  No.  (572,617,  April  23,  15101; 
Grinding  or  Crushing  Rolls,  Ho.  674,057,  May  14,  1901; 
Apparatus  for  Screening  Pulverized  Material,  Ho.  675,057, 
May  28,  1901. 

APPLICATIONS  FOR  LETTERS  PATENT 
Giant  Rolls,  filed  January  13,  1903,  Serial  Ho.  138 ,813;' ^ 
Screening  Plates,  filed  August  1,  1903,  Serial  Ho.  187,929; 
Crushing  Rolls , filed .September  7,  1906,  Serial  No.  333,607. 
and  for  the  following  named  territory:- 


(1) 


jj  Commencing  at  the  City  of  Mackinaw,  State  of 

|j  Michigan,  following  the  shore  lino  of  Lake  Huron  to  a 
|j  point  thereon  sevonty-f  ive  miloa  from  the  City  Hall  in 
ij  the  citJ  ®f  Detroit;  thence  following  a  circular  line 
ji  from  said  point  to  the  southern  shore  of  Lake  Erie  in  the 
S#ate -of  Ohio,  thenoe  following  tho  southern  Bhore  of 
Lake  Erie  in  a  generally  western  direction  to  a  point  due 
I  south  of  u  point  one  mile  due  east  of  Kelley's  Island  in 
Lake  Erie;  thence  due  oouth  to  a  point  seventy-five  miles 
]!  from  the  City  Hall  in  the  City  of  Detroit;  thence  in  a 
I  Circular  direction  from  the  latter  point,  and  finally 
along  a  line  tangentially  to  the  latter  circle  and  run- 
I  ning  almost  due  north  to  tho  point  of  beginning. 

AHD,  WHEREA8,  by  an  agroomont  bearing  oven  date 
ji  herewith  between  tho  parties  hereto  and  tho  Kelley  Is  land 
Ij  Dime  and  Transport  Company,  a  corporation  of  the  State  of 
jj  Ohio,  (hereinafter  referred  to  as  "said  Kelley  Island 
jj  Company"),  the  said  Sibley  Company  agroad  that  the  said 
ji  Kelley  Island  Company  should  have  the  right  and  license, 
i:  and  that  the  said  Edison  should  have  the  power  to  grant 
ji  th®  right  and  license  to  the  said  Kelley  Island  Company, 
ij  to  crush  stone  by  means  of  apparatus  manufactured  under 
j  the  said  patents  and  applications  within  the  following 
j  named  territory,  which  is  included  within  tho  original 
j  territory  for  which  a  license  was  granted  by  said  Edison 
|  to  Bald  Sibley  Company  by  the  said  agreement  of  July  18, 
jj  \1907 ,  to  wit: 


X.  All  that  territory  within  the  State  of  Ohio, 

S  which  is  we6t  of  a  north  and  couth  lino,  passing  one  mile 
jj  oast  of  Kelley's  Island  in  Lake  Erie,  and  which  is  within 
ji  a  radius  of  sevonty-five  milos  from  the  Oity  Hall  in  the 
l!  City  of  Detroit,  Michigan. 

j!  2.  All  the  islands  in  Lake  Erie  within  the  boun¬ 

daries  of  the  United  States  of  America,  and  within  a 
ji  radius  of  seventy-five  miles  from  the  Oity  Hall  in  the 
ji  City  of  Detroit,  Michigan,  and  south  of  a  continuation  of 
1  the  line  which  forms  the  northern  boundaries  of  the  coun- 
||  ties  of  Williams,  Pultonand  Lucas  in  tho  State,  of  Ohio, 

jj  AND,  WHEHEAjS,  f,inf  pursuance  of  tho  provisions  of 

ij  the  said  agreement  between  the  parties  hereto  and  tho  said 
jj  Kelley  Island  Company,  the  said  Edison  on  oven  date  hero- 
j!  with  has  granted  a  liconse  to  the  said  Kelley  Island  Com- 
j;  pany,  including  tho  said  last  named  territory: 

HOY/,  THEREFORE,  for  and  in  consideration  of  the 
!!  premises  and  if  the  sum  of  One  Dollar  ($1.00)  t coach  of 
|j  tho  parties  horeto  in  hand  paid  by  tho  other,  and  of  other 
good  and  valuable  consideration  from  eaah  of  the  parties 
hereto  to  the  other  moving,  receipt  of  all  of  which  is 
hereby  acknowledged,  THE  PARTIES  HERETO  AGREE  AS  FOLLOWS : 

Tho  said  Edison  agrees  to  pay  to  the  said  Com¬ 
pany  each  month  thirty  per  cent  (30^)  of  tho  monuyB  act¬ 
ually  received  by  him  as  royalties  from  the  slid  Kelley 
I  ah  nd  Company  upon  stone  crushed  in  the  aforesaid  terri- 

-3- 


jj  tory  by  the  said  Kelley  Island  Company  by  moans  of  appar- 
I;  atus  embodying  tho  said  inventions,  patents  and  applioa- 
j!  tions.  The  said  Edison  shall  use  due  diligence  in  col¬ 
li  looting  the  said  royalties  from  the  said  Kelley  Island 
IlLime  Company  and  shall  remit  the  thirty  por  oont  (30$) 
jj  as  aforesaid  to  the  said  Sibley  Company  within  ten  days 
from  the  receipt  thereof.  The  said  Sibloy  Company  shall 
jj  continue  to  pay  to  said  Edison  the  royalties  in  full 
jjas  set  forth  in  the.  said  agreement  of  July  15,  1907,  and 
j the  modifications  thereof  hereinafter  contained..  Pro¬ 
vided,  however,  that  the  percentage  of  royalties  received 
||by  the  said  Edison  from  tho  said  Kolley  Island  Company 
land  paid  by  him  to  the  said  Sibley  Compuny  shall  not,  in 
any  calendar  year,  exceed  the  total  amount  of  the  royaly 
paid  by  the  said  Sibley  Company  to  said  Edison  within 
that  calendar  year.  Adjustment  of  any  differences  in 
tho  said  payments  between  tho  said  Sibloy  Company  and  the 
jjsaid  Edison  which  may  arise  by  reason  of  disparity  in 
lithe  amounts  of  monthly  royalties  of  tho  said  Companies 
jj  or  for  any  other  reason  Shall  be  made  quarterly  or  more 
jjoften  as  may  be  mutuully  arranged  from  time  to  time  be¬ 
ll  twe  on  the  parties  hereto. 

!  IT  IS  AGREED,  that  if  tho  said  Sibley  Company 

jdesires  at  any  time  to  verify  the  figures  given  to  said 
Sibloy  Company  by  said  Edison  in  pursuance  of  thiB  agreom 
^said  &S  the  alnoun1;n  °f  the  royalties  paid  to  said  Edison 
bjr/fcolley  Island  Company,  said  Sibley  Compuny  may 
employ  a  cortified  accountant  who  Bhall  be  acceptable  to 
both  parties  hereto,  and  the  said  certified  accountant 
ehall  have  access  at  all  reasonable  times  to  tho  reports 


-4- 


jj  received  by  said  Edison  from  the  said  Kelley  Island  Com- 
j:  pany  for  the  purpose  of  verifying  the  correctness  of  the 
jj  statements  made  by  said  Edison  to  said  Sibley  Company,  and 
i  for  no  other  purpose,  and  the  said  certified  accountant  in 
|  making  bis  report  to  the  said  Sibley  Company  shall  bo 
j  limited  to  the  verification  from  such  reports  of  the  cor- 
!;  reotness  of  the  amounts  reported  by  said  Edison  to  said 
j|  Sibley  Company. 


IT  IS  UNDERSTOOD  AND  AGREED,  however,  that  the 
I  said  arrangement  for  payment  and  repayment  is  for  the  con¬ 
venience  of  the  parties  only  arid  that  the  payment  of  roy- 
j;  altieB  to  said  Edison  by  said  3ibluy  Company  and  by  the 
!;  said  Kolley  Island  Company  are  in  no  way  dependant  upon 
jj  ono  another,  and  that  the  Baid  Sibley  Company  shall  have 
I  no  right  to  claim  any  deduction  from  royalty  duo  from  it 
jj  to  said  Edison  except  on  account  of  royalty  actually  paid 
jj  to  and  received  by  said  Edison  from  said  Kelley  Island 
jj  Company  in  accordance  with  the  provision  hereof, 
j:  The  parties  hereto  agreu  that  the  agreement 

jj  between  the  said  parties  made  on  the  15th  day  of  July, 
j  1907,  shall  be  modified  as  follows,  to  wit: 

By  the  insertion  in  the  said  agreement  of  July 
j  IB,  1907,  at  the  close  of  line  0  of  paragraph  4  on  page 
5  thereof,  the  following: 

Provided,  however,  that  the  above  royalties 
shall  apply  to  all  materials  crushed  or  passed 
through  the  rollB  and  which  may  be  crushed  or 
broken  stone  including  screenings  and  waBte 
when  sold  for  fifteen  cents  (15/)  per  cubic 
yard  or  over  f.o.b.  quarry,  or  when  used  by  the 
Licensee  for  use  in  making  sand-lime  bricks, 
artificial  stone,  blocks,  lime  and  similar  pro¬ 
ducts,  but  no  royalties  is  to  bo  paid  on  such 
screenings  and  waste  if  sold  for  less  than  fif¬ 
teen  oents  (15j6)  per  cubic  yard,  or  if  not 


-5- 


I  used  in  the  manufacture  of  bricks,  artificial 
stone,  blocks,  lime  or  similar  products  by  the 
Licensee," 

|  This  agreement  iB  supplementary  to  the  said 

|  agreement  of  July  10,  1907,  between  the  parties  hereto, 

|i  and  the  present  agreement  of  rights  hereunder  shall  not 

||  '  ' 

j!  he  assignable  by  tho  Sibley  Company  except  in  accordance 
j!  with  the  provisions  relating  to  assignment  embodied  in 
jj  the  said  agreement  of  July  15,  1907,  and  shall  be  assign-, 
ij  able  only  in  oonj unction  with  the  said  agreement  of  July 
||  is (  1907,  and  to  the  party  or  parties  to  whom  said  agree¬ 
ment  of  July  IB,  1907,  may  be  assigned. 

ip  wiTHESSS  WQ3RE0F,  the  parties  hereto  have 

II  oaused  this  agreement  to  be  executed  in  duplicate  origi- 
i|  nals  the  day  and  yuar  first  above  written. 

|j  Witness  to  the  signature  THOMAS  A.  EDI  SOM 

ji  of  Thomas  A.  Edison. 

I  FRANK  L.  DYER _ _ 


ji  SIBLEY  qUARRY  COMP  All  Y . 

!;.  .  By 

j  E.  S.  OHURCH ,  JR. 

Prest. 

I  Attest!  - 

•  ' 

Ij  '  •  ■ 

%  A.  CHURCH- 

Secretary. 


-6- 


Richard  W.  Kellow  File 

Edison  Portland  Cement  Company  (1899-1909) 

This  folder  consists  primarily  of  agreements  relating  to  the  finances, 
patents,  and  corporate  identity  of  the  Edison  Portland  Cement  Co.  Included 
are  the  agreement  to  organize  the  company,  signed  by  Edison  and  the 
investors  on  April  15,  1899;  the  agreement  forming  the  Association  of 
Licensed  Cement  Manufacturers  on  December  30,  1907;  and  other 
agreements  involving  Edison,  the  investors,  and  the  company.  Also  included 
are  several  letters  by  Walter  S.  Mallory,  vice  president  of  the  Edison  Portland 
Cement  Co.,  regarding  his  salary  and  personal  finances.  One  undated 
memorandum  was  probably  written  by  Mallory  in  1 893.  The  documents  are 
from  envelopes  71  and  79. 


WE,  THE  UNDERSIGNED,  agree  together  to  form  a  corporation. 


"  -:?;;^zs£r- 


2329 

/o-rf7av>c/  £?fr>e*>7h  . 


under  the  laws  of  the  State  of  Now  Jersey  for  the  manufacture 
and  sale  of  Portland  Cement  to  be  called  "THE  EDISON  PORTLAND 
CEMENT  COMPANY",  as  follows: 

First: -The  capital  to  be  eleven  million  dollars  ($11,000,000) 
two  million  dollars  ($2,000,000)  thereof  to  be  in  preferred  stock 
and  nine  million  dollars  ($9,000,000)  to  be  in  common  stock  and 
the  par  of  each  share  of  stock  to  bo  one  hundred  dollars  ($100); 
eight  per  cent  (8$)  per  annum  cumulative  dividend  shall  be  paid' 
quarterly  on  the  preferred  stock  after  which  dividends  shall  be 
paid  on  the  common  stock.  AJ.1  of  said  dividends  shall  be  paid 
only  from  the  earnings  and  income  of  said  company  and  in  case  of 
liquidation  that  portion  of  the  capital  stock  represented  by  pre¬ 
ferred  stock  shall  be  first  liquidated  and  paid  from  the  assets 
of  said  company. 

Second.  Upon  the  formation  of  said  company  one  million  dol¬ 
lars  ($1,000,000)  of  preferred  stock  only  shall  be  issued  and  paid 
for  in  cash  as  hereinafter  provided  on  the  call  of  the  board  of 
directors,  the  proceeds  thereof  to  be  used  only  in  erecting  and 
operating  cement  plant®  as  hereinafter  provided.  Nine  million 
dollars  (#9,000,000)  of  the  common  stock  shall  be  issued  full-paid 
to  Thomas  A.  Edison  in  payment  by  the  company  to  him  and  in  consid¬ 
eration  therefor  he  shall  assign  to  said  company  the  exclusive 
rights  under  his  patents  covering  the  use  of  his  machinery  for  the 
manufacture  of  cement  only,  in  the  United  States  and  Canada,  and 
also  all  designs  of  said  machinery,  except  construction  drawings, 


and  the  benefit  of  hie  knowledge  and  experience  in  e8tablisbing 
a  continuous  system  from  the  quarrying  of  the  material  to  the  fin¬ 
ished  product.  The  said  Thomas  A.  Edison  shall  retain  for  his  owi 
absolute  use  four  million  nine  hundred  and  fifty  thousand  dollars 
($4, 960,000)  of  said  common  stock;  three  million  dollars  (§3,000, 
000)  thereof  shall  be  paid  by  him  to  the  subscribers  hereto  in  pro¬ 
portion  to  the  amount  of  preferred  stock  taken  by  them;  seven  hun¬ 
dred  and  fiftjj/thousand  dollars  ($750,000)  thereof  shall  be  paid 
by  him  to  Harlan  Page  as  a  commission  for  negotiating  this  trans¬ 
action  and  three  hundred  thousand  dollars  ($300,000)  thereof 
shall  be  disposed  of  as  decided  by  the  board  of  directors. 

Third. -  The  said  Thomas  A.  Edison  agrees  that  the  company 
so  to  be  formed  in  pursuance  hereof  shall  have  the  exclusive 
rights  to  future  improvements,  inventions  and  the  results  of  his 
thoughts  and  study  pertaining  to  the  cement  business  during  the 
life  of  said  patents  and  any  improvement  thereon,  without  any  cost 
or  charge  to  the  company,  except  as  hereinafter  provided,  and  dur¬ 
ing  that  time  the  said  Thomas  A.  Edison  shall  have  the  managing 
control  of  the  technique  of  the  construction  and  manufacturing 
part  of  the  business,  but  shall  receive  no  salary  therefor. 

Fourth. -  It  is  agreed  that  the  said  Thomas  A.  Edison  is  to 
have  and  receive  as  compensation  for  his  services.,  etc.,  provided 
for  in  the  third  paragraph  hereof  the  following  sums,  to  wit: 
One-half  of  the  difference  between  sixty  cents  (60/)  for  every 
four  hundred  (400)  pounds  of  cement  and  the  actual  cost  of  manu¬ 
facturing  the  same  f.o.b.  cars  at  factory,  exclusive  of  package, 
below  that  figure  for  the  production  of  said  quantity,  provided, 


however,  that  the  company  receives  an  average  of  one  dollar.  ( $1. 00) 
or  more  for  said  four  hundred  pounds.  If  the  said  company  should 
sell  said  quantity  at  an  average  of  ninety  cents  (90/)  up  to  one 
dollar  per  barrel  then  the  maximum  amount  for  basis  of  calculation 
shall  be  fifty-four  cents  (54/)  instead  of  sixty  cents;  Should 
said  company  sell  said  quantity  at  an  average  of  from  eighty  cents 
(80/)  to  ninety  cents  (90/)  per  barrel,  then  the  said  maximum 
amount  shall  be  forty-eight  cents  (4S/);  should  said  company 
sell  said  quantity  for  a  price  at  an  average  of  from  seventy 
cents  (70/)  to  eighty  cents  (80/)  then  the  said  maximum  amount 
shall  be  forty-two  (42/);  should  said  company  sell  said  quantity 
at  an  average  of  from  sixty  cents  (60/)  to  seventy  cents  (70/) 
then  the  said  maximum  amount  shall  bo  thirty-six  cents  (36/). 

In  arriving  at  the  actual  amount  to  be  paid,  the  said  Thomas  A. 
Edison  as  aforesaid,  there  shall  be  added  to  the  sai<y  actual  cost 
of  manufacturing  two  cents  (2/)  per  four  hundred  pounds  toward 
expenses,  the  meaning  hereof  being  that  if  the  price  of  cement  is 
reduced  in  open  market  the  aforesaid  compensation  of  the  said 
Thomas  A.  Edison  shall  also  be  reduced  on  the  basis  above  set  forth 
and  so  that  a  reasonable  profit  may  always  be  made  by  tho  company 
in  conducting  its  business.  Should  the  selling  price  of  such 
product  be  less  than  sixty  cents  per  barrel,  said  Edison's  royalty 
Shall  be  reduced  pro  rata,  and  in  event  of  the  death  of  said  Edi¬ 
son,  his  heirs,  execttors,  and  administrators,  shall,  during  life 
of  said  patents,  receive  fifty  per  cent  (60/)  of  the  amount  that 
would  be  due  the  said  Edison  if  he  were  alive  when  said  royalty 
accrued,  it  being  understood  that  four  hundred  pounds  and  one 


girth.-  Prom  the  proceeds  of  sale  of  the  first  million  dol¬ 
lars  of  preferred  stock ,a  plant  shall  be  erected  and  constructed 
according  to  the  terms  hereof  with  a  capacity  of  four  thousand 
(4000)  barrels  per  day;  and  when  said  plant  produces  a  net  in¬ 
come  over  all  manufacturing  expenses  of  twenty-five  per  cent 
(25^)  on  said  one  million  dollars  of  preferred  stock,  then  a 
second  plant  shall  also  be  constructed.  Payments  on  said  pre¬ 
ferred  stock  shall  be  made  only  as  required  for  the  construction 
of  said  complete  plants  and  working  capital.  The  second  million 
dollars  of  preferred  stoek  herein  provided  for  shall  bo  isstied 
for  the  purpose  of  building  additional  plants,  until  the  output 
reaches  twenty  thousand  (20,000)  barrels  per  day  from  plants  de¬ 
signed  by  isaid  Thomas  A.  Edison  and  equipped  with  his  machinery, 
the  net  income  of  each  four  thousand  barrel  plant  per  day  as 
erected,  however,  must  pay  as  in  the  first  instance  at  least 
twenty-five  per  cent  on  one  million  of  dollars  before  proceeding 
with  another  plant,  it  being  understood  that  for  cement  manufac¬ 
tured  and  produced  from  said  Edison's  patented  machinery,  the  said 
Thomas  A.  Edison  shall  continue  to  receive  the  same  royalty  for 
cement  manufactured  and  produced  in  excess  of  twenty  thousand 
barrels  per  day. 

Sixth.-  With  the  consent  of  three-quarters  of  all  the 
shares  of  stock  at  a  meeting  duly  convened  for  the  purpose,  the 
company  to  be  formed  may  absorb  or  merge  with  any  other  Cement 
Company,  or  issue  rights  upon  a  royalty  for  manufacturing  cement 
under  said  Edison's  patents  and  with  the  like  consent  of  three- 


quarters  of  all  the  shares  of  stock  may  increase  the  capital  of 
said  company.  Prom  any  royalty  for  rights,  it  is  understood  Mr. 
Edison  shall  receive  the  same  amount  per  four  hundred  pounds  as 
is  paid  him  hy  the  company  for  manufacturing  the  cement. 

Seventh.-  'When  said  corporation  is  formed  this  agreement 
and  writing  shall  terminate,  but  the  unfulfilled  provisions  there¬ 
of  shall  be  incorporated  in  a  memorandum  to  be  executed  by  the  said 
Company  and  the  said  Thomas  A.  Edison,  the  said  company  acting 
through  its  board  of  directors  under  authority  from  the  stock¬ 
holders  at  a  meeting  duly  convened  for  that  purpose. 

Eighth.-  As  a  condition  precedent  to  the  fulfilment  of  this 
agreement  by  the  subscribers  hereto  the  said  Thomas  A.  Edison  shall 
within  about  forty-five  (45)  days  from  the  date  hereof  practically 
demonstrate  to  the  satisfaction  of  said  subscribers  by  the  ereo- 
tion,  completion  and  operation  of  a  plant  at  his  own  expense  under 
his  own  patents  and  designs,'  capable  of  crushing  and  screening 
Portland  Cement  Clinker  at  the  rate  of  one  hundred  (100)  barrels 
per  hour,  and  capable  of  being  worked  continuously  twenty  (20) 
hours  per  day,  said  cement  ground  shall  fulfil  the  requirements  of 
the  American  Society  of  Civil  Engineers  as  to  fineness  of  sizing, 
and  the  cen^ait  so  ground  from  the  clinker  obtained  from  other  mak¬ 
ers  shall  by  test  be  equal  to  that  which  would  have  been  made  if 
such  makers  ground  it  at  thsir  own  works,  but  superior  by  reason 
of  finer  grinding,  and  satisfy  them  that  the  cost  for  the  erection 
of  said  four  thousand  barrel  plant  per  day,  including  quarry  and 


the  necessary  working  capital,  uitfil  said  plant  is  receiving  an 
income,  shall  not  exceed  the  sum  of  seven  hundred  and  fifty  thous¬ 
and  dollars  ($750,000),  and  that  the  cost  of  manufacturing  said 
cement  from  said  four  thousand  barrel  plant  per  day  shall  not 
exceed  the  sum  of  forty  cents  (40/)  per  barrel,  and  further  the 
said  subscribers  hereto^/shall  be  satisfied  from  a  written  opinion 
of  said  Thomas  A.  Edison's  counsel  familiar  with  the  subject  that 
all  the  machinery,  appliances,  etc.,  connected  with  the  crushing, 
grinding,  screening  and  burning  of  said  cement  are  properly  sec¬ 
ured  by  patents  duly  issued  and  applications  made  for  same,  and 
a  further  opinion  of  said  counsel  that  said  patents  do  not  in¬ 
fringe  on  any  other  device  for  the  same  purpose  or  upon  the  same 
principle  and  that  all  rights  for  the  manufacture  of  cement  in  the 
United  States  and  Canada  under  said  patents  will  be  legally  and 
duly  assigned  to  said  company  tfhon  formed,  as  herein  provided, 
for  and  during  the  life  of  said  patents  and  "  any  improvements 
thereon.  And  the  said  Thomas  A.  Edison  shall  defend  the  said 
company  or  its  assignees  against  all  suits  or  actions  arising 
from  alleged  infringements  by  renson  of  said  patents,  provided 
that  this  company  will  bear  one-third  the  expense  of  any  litiga¬ 
tion  affecting  the  said  company.  Should  the  said  Thomas  A. 

Edison  decline  or  refuse  to  defend  as  aforesaid,  then  the  said 
company  may  do  so  and  charge  said  Edison  two-third  (  /3rds)  of 
the  expense  against  his  royalty.  It  is  understood,  however, 
that  this  company  will  not  contest. the  validity  of  any  of  said 
patents. 


-6- 


Upon  the  terns  hereinbefore  set  forth,  we,  the  sub¬ 
scribers,  agree  to  take  the  amount  of  the  preferred  stock  set 
opposite  our  names: 


'  WHEREAS  by  an  Acreenont  dated  the  da’/  of 

A.  I).  169^,  oopy  of  which  is  hereto  annexed^'  wherein  and  whereby  it 
was  agreed  by  the  parties  thereto  to  fora  a  corporation  under  the  lave 
of  the  State  of  Hew  Jersey,  for  the  manufacture  and  sale  of  Portland 
Cement,  to  be  called  the  Edison  Portland  Cement  Company,  and 


WHERBXH  it  was  therein  also  agreed. 


»  is  fully  set  forth  in 


Artiole  Second  thereof,  that  Thomas  A.  Edison  should  receive  of  the  con— 
mon  stock  of  the  said  Company,  and  retain  for  his  own  absolute  use, Pour 
Million  Hine  Hundred  and  Pifty  Thousand  Dollars  (§4,960,000),  at  the  par 
value  thereof,  and  also  that  Seven  Hundred  and  Pifty  Thousand  Dollars 
(§750,000)  at  the  Par  value  thereof  should  be  paid  by  him  to  Harlan 
Page  as  a  commission  for  negotiating  the  transaction,  and 

WHEREAS  it  was  further  provided  therein  that  the  said  -Thomas  • 
A.  Edison  should  have  and  recoive,  as  compensation  for  his  services, 
certain  royalties,  as  are  more  particularly  and  at  large  set  forth  in 
Artiole  Fourth  of  the  said  Agreement,  and 

WHEREAS  the  said  Thomas  A.  Edison  has  agreed  with  the  parties 
hereto  to  distribute  and  divide  among  them,  in  the  proportions  and 
amounts  hereinafter  set  forth,  part  of  the  said  common  stock  so  to  be 
received  by  him,  amounting  to  Pour  Million  Hine  Hundred  and  Pifty  Thous¬ 
and  Dollars  (§4,960,000),  and  the  said  Harlan  Pago-is  desirous  and  will¬ 
ing  that  the  aforesaid  stock  so  to  be  paid  to  him,  amounting  to  Seven 
Hundred  and  Pifty  Thousand  Dollars  (§760,000), (shall  be  a  part  and  par¬ 
cel  of  and  included  in  said  distribution,  thus  increasing  the  amount  for 
such  distribution  and  aggregating  the  seme  in  the  sum  of  Two  Millions 
Eight  Hundred  and  Pifty  Thousand  Dollars  (§8,860,000)  of  the  stook  of  >• 
.the,  sajg  Company,  jit  the  par  value  .thereof.  — _ 

_ HOW  THIS  AGREEMENT  made  and  entered  into  this 

day  9*  April,  A.  D.,^6P9,  by  and  between  the  said  Thomas  A.  Edison.' of 
Orange,  Hew  Jersey,  of.  the/  bne  part,  and  Harlan  Page,  of  Germantown, 


l  Harlan  Page,  of  Germantown,^ 


-1- 


Philadelphia,  Walter  3.  Hailary,  of  Orange,  Kew  Jersey,  and  William  s. 
Pilling,  and  ?h eron  1.  Crane,  both  of  the  eaid  City  of  Philadelphia,  of 
the  other  part:  WITHESSKTHs  for  and  in  consideration  of  the  premises, 
and  of  the  sum  of  One  Dollar  to  the  said  Thomas  A.  Edison  in  hand  paid, 
the  receipt  whereof  is  hereby  acknowledged,  and  of  services  rendered  in 
the  formation  and  organisation  of  the  said  Corporation. 

FIRST.  That  part  of  the  said  common  stook  of  the  Edison 
Portland  Cement  Company  so  to  be  received  by  the  said  Thomas  A.  Edison, 
amounting  at  the  par  value  thereof  to  Pom-  Millions  Wine  Hundred  and 
Pif  t^  Thousand  Dollars  (§4,95 0,000),  increased  by  the  amount  of  the  said 
stook  agreed  to  be  paid  to  the  said  Harlan  Page  in  the  sun  of  Seven  Haa- 
dred  and  Fifty  Thousand  Dollars  ($750,000).  which  is  to  be  added  ibei-efeo, 
amounting  in  all  to  the  sum  of  t  Five  Millions  Seven  Hundred  Thousand 
Dollars  (§5,700,000),  shall  and  v^li  imediately  after  the  same  shall 
have  boen  delivered  to  him,  be  divided  and  distributed  by  the  said 
Thomas  A..  Edison  between  and  among  the  other  parties  to  this  Agreement* 
in  the  manner  and  proportions  following,  to-wits  Upon  the  receipt  of 
the  said  stock  by  the  said  Thomas  A.  Edison,  he  shall  and  will  transfer 
to  the  said  Harlan  Pago  shares  to  the  pair  value  of  Bine  Hundred  and 
Fifty  Thousand  Dollars  (§950,000);  to  Walter  8.  Mallory,  shares  to  the 
par  value  of  Bine  Hundred  and  pifty  Thousand  Dollars  (§950,000);  to  ^o,e®° 
William  S.  Pilling,  shares  to  the  par  value  of  Pour  Hundred  and  Seventy- 
five  Thousand  Dollars  (§475,000);  to  Taeron  I.  Crane,  shares  to  the  par 
value  of  Pour  Hundred  and  Seventy-five  Thousand  Dollars  (§475^000), 
aggregating  in  stock,  at  the  par  value  thereof,  the  sum  of  Two  Millions 
Eight  Hundred  ard  Fifty  Thousand  Dollars  (§8,850,000),  being  fifty  per 
cent,  or  one-half  part  of  the  whole  of  the  above  amount  of  Five  Millions 

Seven  Hundred  Thousand  Dollars,  (§8,700,000).  . 

8ES0HD.  And  the  said  Thomas  A.  Edison  further  agrees  to 
divide  the  royalties  so  to  be  received  by  him  according  to  the  toms 
of  Article  Fourth  of  the  aforesaid  Agreement,  between  and  'among  tne 
other  parties  to  this  Agreement,  according  to  the  following  table  and 


i  royalties,  when  and  i 


soale,  to-wits  of  all  such  royalties,  when  and  as  reoeived  by  ftici,  find  - 
whatsoever  the  e&ouats  of  the  snoe  my  be,  he  will  pay  to  the  said  Harlan 
Page  eight  and  one-third  per  oent  thereof  in  cash;  to  Walter  Mallory, 
eight  and  one-third  per  cent  thereof,  also  in  cash;  to  Willi  an  S. 


Pilling,  four  and  one-sixth  per  cent  thereof,  also  in  cash;  and  to 
Theron  1.  Crane,  foitr  and  one-sixth  per  cent  thereof,  also  in  cash,  be ire 
i  together  twenty-five  per  cent  of  the  anount  of  such  royalties  so  as 
1  agreed  to  be  paid  to  the  said  fhonas  A.  Edison,  aocording  to  the  terns 
Pot  the  said 

St  is  farther  agreed  between  She  parties  hereto,  that 
the  said  parties  of  the  second  part  shall  and  will  at  the  tide  of  re¬ 
ceiving  their  aforesaid  allotted  stook,  assign  to  the  said  Shoaas  A. 
SJdison,  or  his  aoHinoe,  as  a  voting  trustee,  bne-e ighfch  of  the  total 
issue  of  the  preferred  and  ootraon  stock  of  the  Corporation  to  be  fbrised  j 
as  aforesaid,  held  by  the  said  parties  of  the^ second  part,  the; contri¬ 
butions  to  tho  said  one-oighth  part,  being  made  in  proportion  to  the  in¬ 
dividual  holdings  of  tho  said  parties  of  the  second  part,  with  the 
right,  however,  reserved  to  each  of  the  said  parties  of  the  second  part 
to  withdraw  any  part  of  the  said  stock  so  as  aforesaid  contributed  to  1 

the  said  voting  trustee,  and  to  substitute  other  shares  held  i*y  other 
parties  therefor,  to  theyvalns  of  the  shares  so  withdrawn*  The  said 
party  of  the  first  part  also  agrees  to  assign  to  the  said  voting 
trustee,  at  least  one  share  more  than  one-eighth  of  the  total  issue 
of  preferred  and  coMwon  stool  of  the  said  proposed  corporation,  and 
likewise  receives  the  right  to  withdraw  stook  and  substitute  other  stock 
to  fch^valuo  of  stock  withdrawn  as  herein  before  provided  and  reserved 
by  and  to  the  parties  of  the  sooond  part. 

AKD  If-  IS  ammsri  understood,  that  this  Agreeaent  shall  extend 


to  and  bind  the  par 6 leu  bo rate,  their  heirs,  administrators,  executors 
and  assigns. 


IM  TflVHESS  WISRSO?  the  parties  hereto  have  hereunto  set  their 
hands  and  seals  the  day  and  year  aforesaid. 


Signed, settled  and  delivered  S 
in  the  presence  of  ns  } 


O-  StcAO-Ki - ». 


(L.tU) 


O^ocv-  /?.  *\Ai  CSJXr  i 


ctpilt 


WE,  THE  UKDBR3I8HBD.  agree  together  to  form  a  corporation 
under  the  laws  of  the  State  of  Hew  Jersey  for  the  manufacture 
and  sale  of  Portland  Cement  to  be  oalled  "THE  EDISON  PORTLAND  CEMENT 
COMPANY",  as  follows: 


I’Plrstl-The  oapltal  to  be  eleven  million  dollars  (011,000,000) 
two  million  dollars  ($2,000,000)  thereof  to  be  in  preferred  stock 
and  niiie  million  dollars  ($0,000,000)  to  be  in  oommon  stock  and 
the  par  of  each  share  of  stock  to  be  one  hundred  dollars  (§100) \ 
eight  per  oent  (8$)  per  annum  cumulative  dividend  shall  be  paid 
quarterly  on  the  preferred  stock  after  which  dividends  shall  be 
paid  on  the  oommon  stock.  All  of  said  dividends  shall  be  paid 
only  from  the  earnings  and  income  of  said  oompany  and  in  oase  of 
liquidation  that  portion  of  the  capital  stock  represented  by  pre¬ 
ferred  stock  shall  be  first  liquidated  and  paid  from  the  assets 
of  said  company. 

Seoondi-  Upon  the  formation  of  said  oompany  one  million  dol¬ 
lars  ($1,000,000)  of  preferred  stock  only  shall  be  issued  and  paid 
for  in  cash  as  hereinafter  provided  on  the  call  of  the  board  of 
directors,  the  proceeds  thereof  to  be  used  only  in  ereoting  and 
operating  cement  plantB  as  hereinafter  provided.  Nine  million 
dollars  (§9,000,000)  of  the.  common  stock  shall  be  issued  full-paid 
to  Thomas  A.  Edison  in  payment  by  the  oompany  to  him  and  in  oonsld- 
eration  therefor  he  shall  assign  to  said  oompany  the  exclusive 
rights  under  his  patents  covering  the  use  of  his  machinery  for  the 
manufacture  of  cement  only,  in  the  United  States  and  Canada,  and 
also  all  designs  of  said  machinery,  exoept  construction  drawings, 
and  the  benefit  of  his  knowledge-  and  experience  in  establishing 
a  continuous  Bystem  from  the  quarrying  of  the  material  to  the  fin¬ 
ished  product.  The  said  Thomao  A.  Edison  shall  retain  for  his  own 
absolute  use  four  million  nine  hundred  and  fifty  thousand  dollars 
($4,960,000)  of  said  oommon  stock;  three  million  dollars Qj3,000,000) 
thereof  shall  be  paid  by  him  to  the  subscribers  hereto  in  pro¬ 
portion  to  the  amount  of  preferred  stock  taken  by  them;  seven 


hundred  and  fifty  thousand  dollars  ($750,000)  thereof  shall  be  paid 
by  him  to  Harlan  Page  as  a  commission  for  negotiating  this  transaction 
and  three  hundred  thousand  dollars  ($300,000)  thereof  Bhall  bo  dis¬ 
posed  of  as  decided  by  the  board  of  directors. 

Third The  said  Thomas  A.  Edison  agrees  that  the  oompany  so 
to  be  formed  in  pursuance  hereof  shall  have  the  exclusive  rights  to 
future  improvements,  inventions  and  the  results  of  his  thoughts  and 
study  pertaining  to  the  cement  business  during  the  life  of  said  patents 
and  any  improvement  there on, without  any  cost  or  charge  to  the  oompany, 
except  as  hereinafter  provided,  an^*  during  that  time  the  Baid  Thomas 
A.  Edison  shall  have  the  managing  oontrol  of  the  technique  of  the  oonw 
struction  and  manufacturing  part  of  the  business,  but  shall  receive  no 
salary  therefor,  i'.  ft 

Fourth*  It  is  agreed  that  the  said  Thomas  A.  Edison  is  to 
have  and  receive  as  compensation  for  his  services,  etc.,  provided  for 
in  the  third  paragraph  hereof  the  following  sums,  to  wit:  One -half  of 
the  difference  between  sixty  cents  (60/)  for  every  four  hundred  (400) 
pounds  of  cement  and  the  actual  cost  of  manufacturing  the  3amo  f.o.b. 
oars  at  factory,  exclusive  of  package,  below  that  figure  for  the  pro¬ 
duction  of  said  quantity,  provided,  however,  that  the  company  receives 
an  average  of  one  dollar  ($1.00)  or  more  for  said  four  hundred  pounds. 
If  the  said  oompany  should  sell  said  quantity  at  an  average  of  ninety 
cents  (90/)  up  to  one  dollar  per  barrel  then  the  maximum  amount  for 
basis  of  calculation  shall  be  fifty-four  oents  (64/)  Instead  of  sixty 
cents;  should  said  company  sell  said  quantity  at  an  average  of  from 
.eighty  oents  (80/)  to  ninety  oents  (90/)  per  barrel,  then  the  said  max¬ 
imum  amount  shall  be  forty-eight  cents  (48/);  should  said  oompany  sell 
said  quantity  for  a  price  at  on  average  of  from  seventy  oentB  (70/)  to 
eight f  oents  (80/)  then  the  said  maximum  amount  shall  be  forty-two 
(42/); :  should  said  oompany  sell  said  quantity  at  an  average  of  from 
sixty  cents  (60/)  to  seventy  oents  (70/)  then  the  said  maximum  amount 
Bhall  be  thirty-six  oents  (36/).  in  arriving  at  the  actual  amount  to 
^EiB  afoTasaieL., 


-v 


be  paid,  the  said  Thomas  A.  Edison  as  aforesaid,  there  shall  bo  added 
to  the  said  actual  cost  of  manufacturing  two  cents  (2j$  per  four  hun¬ 
dred  pounds  toward  expenses,  the  meaning  hereof  being  that  if  tna  price 
of  cement  is  reduced  in  open  market  the  aforesaid  compensation  of  the 
said  Thomas  A.  Edison  shall  also  be  reduced  on  the  basis  above  set  forth 
and  so  that  a  reasonable  profit  may  always  be  made  by  the  company  in 
conducting  its  business.  Should  the  selling  price  of  such  product  be 
less  than  sixty  cents  per  barrel,  said  Edison's  royalty  shall  be  re¬ 
duced  pro  rata,  and  in  event  of  the  death  of  said  Edison,  his  heirs, 
executors,  and  administrators,  shall,  during  life  of  said  patents,  re¬ 
ceive  fifty  per  cent  (60^)  of  the  amount  that  would  be  due  the  said 
Edison  if  he  were  alive  when  said  royalty  accrued,  it. being  understood 
that  four  hundred  pounds  and  one  barrel  are  synonymous  terms, 

£ifth.  From  the  prooeeda  of  sale  of  the  first  million  dollars  of 
preferred  stock,  a  plant  shall  be  erected  and  constructed  according  to 
the  terms  hereof f with  a  capacity  of  four  thousand  (4000)  barrels  per 
day;  and  when  sgid  plant  produces  a  net  income  over  all  manufacturing 
expenses  of  twenty-five  per  cent  (25^)  on  said  one  million  dollars  of 
preferred  stock,  then  a  second  plant  shall  also  be  constructed,.  Pay¬ 
ments  on  said  preferred  stock  shall  be  made  only  as  required  for  the 
construction  of  said  complete  plants  and  working  capital,  The  second 
million  dollars  of  preferred  stock  herein  provided  for  shall  be  issued 
for  the  purpose  of  building  additional  plants,  until  the  output  reaches 
twenty,  thousand  (20,000)  barrels  par  day  from  plants  designed  by  said 
Thomas  A.  Edison  and  equipped  with  his  machinery,  the  net  income  of  each 
four  thousand  barrel  plant  per  day  aB  erected,  however,  must  pay  as  in 
the  first  instance  at  least  twenty-five  per  cent  on  one  million  of  dol¬ 
lars  before  proceeding  with  another  plant,  it  being  understood  that  for 
cement  manufactured  and  produced  from  said  Edison's  patented  machinery, 
the  said  Thomas  A.  Edison  shall  continue  to  receive  the  same  royalty  for 
cement  manufactured  and  produoed  in  excess  of  twenty  thousands barrels 


per  day*. 


//  Sixth.  With  the  consent  of  three-quarters  of  all  the  Bhares 

of  stock  at  a  meetine  duly  convened  for  the  purpose,  the  oompany  to  be 
formed  may  absorb  or  merge  with  any  other  Oement  Company,  or  issue 
rights  upon  a  royalty  for  manufacturing  oement  under  'said  Edison1 s 
patents  and  with  the  like  oonsent  of  three-quarters  of  all  the  shares 
of  stock  may  increase  the  capital  of  said  company*  Prom  any  royalty 
for  rights,  it  is  understood  Mr.  Edison  shall  receive  the  same  amount 
per  four  hundred  pounds  as  is  paid  him  by  the  oompany  for  manufacturing 
the  oement. 


Seventh*  When  said  corporation  is  formed  this  agreement  and 
writing  shall  terminate,  but  the  unfulfilled  provisions  thereof  shall 
be  incorporated  in  a  memorandum  to  be  executed  by  the  said  Company  and 
the  said  Thomas  A.  Edison,  thosaid  oompany  aoting  through  its  board  of 
directors  under  authority  from  the  stockholders  at  a  meeting  duly  con¬ 
vened  for  that  purpose* 

Eighth*  As  a  oondltion  precedent  to  the  fulfillment  of  this 
agreement  by  the  subscribers  hereto  the  said  Thomas  A.  Edison  shall 
within  about  forty-five  (46)  days  from  the  date  hereof  praotioally  demon-, 
strate  to  the  satisfaction  of  said  subscribers  by  the  erection,  com¬ 
pletion  and  operation  of  a  plant  at  his  own  expense  under  his  own  pat¬ 
ents  and  designs,  oapable  of  crushing  and  screening  Portland  Cement 
Clinker  at  the  rate  of  one  hundred  (1G0)  barrels  per  hour,  and  oapable 
of  being  worked  continuously  twenty  (20)  hours  per  day,  said  cement 
ground  shall  fulfill  ths  requirements  of  the  American  Society  of  Civil 
Engineers  as  to  fineness  of  nizing,  and  the  cement  so  ground  from  the 
clinker  .obtained  from  other  makers  shall  by  test  be  equal  to  that  which 
would  have  been  made  if  such  makers  ground  it  at  their  own  works,  but 
superior  reason  of  finer  grinding,  and  satisfy  them  that  the 

43  (4) 


cost 


for  the  erection  of  8aid  four  thousand  barrel  plant  per  day,  including 
quarry  and  the  necessary  working  capital,  until  said  plant  is  receiving 
an  income,  shall  not  exceed  the  sum  of  seven  hundred  and  fifty  thousand 
dollars  ($760,000),  and  that  the  cost  of  manufacturing  said  cement  from 
said  four  thousand  barrel  plant  per  day  shall  not  exceed  the  sum  of 
forty  oents  (40j/)  per  barrel,  and  further  the  said  subscribers  hereto 
shall  be  satisfied  from  a  written  opinion  of  said  Thomas  A.  Edison1 s 
counsel  familiar  with  the  subject  that  all  the  machinery,  applianoes, 
etc.,  connected  with  the  crushing,  grinding,  screening  and  burning  of 
said  cement  are  properly  oecurod  by  patents  duly  issued  and  applications 
made  for  same,  and  a  further  opinion  of  said  counsel  that  said  patents 
do  not  infringe  on  any  other  device  for  the  same  purpose  or  upon  tl» 
same  principle  and  that  all  rights  for 'the  manufacture  of  cement  in  the 
United  States  and  Canada  under  said  patents  will  be  legally  and  duly 
assigned  to  said  company  when  formed,  as  herein  providod,  for  and  during 
the  life  of  said  patents  and  any  improvements  thereon.  And  the  said 
Thomas  A.  Edison  shall  defend  the  said  company  or  its  assignees  against 
all  suits  or  actiens  arising  from  alleged  infringements  by  reason  of 
said  patents,  provided  that  this  company  will  bear  one-third  the  expanse 
of  any  litigation  affecting  the  said  company.  Should  the  said  Thomas 
A.  Edison  decline  or  refuse  to  defend  as  aforesaid,  then  the  said  com¬ 
pany  may.  do  so  and  charge  said  Edison  two-third  (2/Srds)  of  the  expense 
against  his  royalty.  It  is  understood,  however,  that  this  company 
will  not  contest  the  validity  of  any  of  said  patents. 

Upon  the  terms  hereinbefore  set  forth,  we,  the  subscribers, 
agree  to  take  the  amount  of  the  preferred  stook  set  opposite  our=  namesi 


_ j  a ' iz^dizse rz/ 

\/i<>ZsCS  &  *7 


_____  THIS  AGRKEfsRHT  made  this  - —  day  of 

— .  A.  B.  1899,  by  and  between  THOMAS  A.  EDISON,  herein¬ 
after  called,  the  party • of  the  first  part,  and  THE  EDISON  PORT¬ 
LAND  CEMENT  COMPANY,  a  corporation  duly  organized  under  the 
laws  of  the  State  of  New  Jersey,  hereinafter  called  the  party 
of  the  second  part; 

WHEREAS  in  and  by  an  agreement  made  and  entered  into 
on  the  fifteenth  day  of  April,  1899,  between  the  said  Thomas  A. 
Edison  and  the  incorporators  of  the  said  The  Edison  Portland 
Cement  Company  and  others,  it  was  agreed,  among  other  things, 
that  said  Company  should  be  formed  with  a  capital  stock  of 
Eleven  Million  Dollars,  of  which  Nine  Million  Dollars  (of  the 
par  value  of  Fifty  Dollars  each)  was  to  be  common  stock,  which 
shares  of  common  stock  were  to  be  assigned,  unto  the  said 
Thomas  A.  Edison  in  consideration  of  the  performance  by  him 
of  certain  covenants  contained  in  said  agreement; 

AND  WHEREAS  it  was  provided  in  and  by  the  seventh 
section  of  said  agreement,  that  when  said  corporation  was 
formed  said  writing  should  terminate,  but  its  unfulfilled  pro¬ 
visions  should  he  incorporated  in  a  new  agreement  to  be  made 
between  said  Thomas  A.  Edison  and  said  Company;  and  it  is  the 
purpose  and  intent  of  this  present  agreement  to  provide  for  the 
performance  both  on  the  part  of  the  said  Thomas  A.  Edison  and 
upon  the  part  of  the  said  corporation  of  all  such  agreements 
and  covenants  contained  in  said  agreement  as  have  not  been  al¬ 
ready  fulfilled  and  performed. 


AND  WHEREAS  the  test  and  the  estimates  of  cost  pro¬ 
vided  for  in  and  by  the  eighth  section  of  said  agreement  have 


been  made  to  the  satisfaction  of  all  parties  in  interest; 

AND  WHEREAS  the  said  corporation  has  been  duly  char¬ 
tered  under  the  laws  of  the  State  of  New  Jersey; 


\  L 


...  NOW  THIS  AfflffiMBNT  WITNESSETH' that  the  said  party  of 
the  first  part  for  and  in  consideration  as  well  of  the  sum  of 
One  Dollar  to  him  in  hand  well  and  truly  paid  hy  the  party. of 
the  second  part,  the  receipt  whereof  is  hereby  acknowledged,  as 
in  consideration  of  the  performance  of  the  agreements  and  cove¬ 
nants  which  on  the  part  of  said  party  of  the  second  part 
are  to  be  kept  and  performed,  both  hereby  covenant  and 
agree  with  the  said  party  of  the  second  part  to  assign,  trans¬ 
fer  and  set  over  unto  the  said  party  of  the  second  part  the 
exclusive  rights  under  his,  the  said  Thomas  A.  Edison's .patents 
and  applications  for  patents,  covering  the  use  of  his  machinery 
for  the  manufacture  of  cement  only,  in  the  United  States  and 
Canada,  end  also  to  furnish  said  party  of  the  second  part  with 
all  designs  of  said  machinery,  except  construction  drawings, 
and  also  to  give  unto  the  said  party  of  the  second  part  the 
benefit  of  his  knowledge  and  experience  in  establishing1  a  con¬ 
tinuous  system  from  the  quarrying  of  the  material  to  the  fin¬ 
ished  product. 

/ '  And  the  said  party  of  the  first  part  further  agrees 

f  that  the  said  Company  shall  have  the  exclusive  rights  to  future 
\  improvements,  inventions  and  the  results  of  his  thought,  and 
I  study  pertaining  to  the  cement  business,  during  the  life  of  sail 
I  patents,  and  application  for  patents,  and  any  extension  or  ex- 
,■  tensions  thereof,  and  any  improvement  thereon,  without  any  cost 
or  charge  to  the  said  Company,  except  as  hereinafter  provided. 

It  is  further  understood  and  agreed  that  during  that  time  the 
said  party  of  the  first  part  shall  have  the  managing  control 
of  the  technique  of  the  construction  and  manufacturing  part  of 
said  business,  and  he  hereby  covenants  and  agrees  to  give  unto 
2 


the  said  Company  the  benefit  of  his  said  services;  it  being 
further  understood  and  agreed  that  he  is  to  have  and  receive 
no  salary  therefor. 

It  is  further  understood  and  agreed  that  during  the 
life  time  of  said  Thomas  A.  Edison,  the  said  Company  shall  use 
no  machinery  for  the  manufacture  of  cement  other  than  that 
for  which  said  Thomas  A.  Edison  has  patents,  or  application 
for  patents,  except  by  and  with  the  consent  of  said  Thomas  A. 
Edison  first  had.  and  obtained,  provided  always  that  Edison's 
machinery  shall  be  as  effective  as  any  in  use. 

And  the  said  party  of  the  second  part  in  considera¬ 
tion  of  the  premises  and  of  the  sum  of  One  Dollar. to  it  well 
and  truly  paid  by  the  said  party  of  the  first  part,  the  re¬ 
ceipt  whereof  is  hereby  acknowledged,  doth  hereby  agree  to 
assign,  transfer  and  set  over  unto  him,  the  said  party  of  the 
first  part,  179,965  shares  of  the  common  capital  stock  of  said 
Company:  unto  Harlan  Page  5  shares;  unto  William  H.  Shelmerdine 
5  shares;  unto  E.  Clarence  Miller  5  shares;  unto  Luther  S. 

Bent  5  shares;  unto  Walter  S.  Mallory  5  shares;  unto  William 
S.  Pilling  5  shares;  unto  Theron  I.  Crane  5  shares  of  the  common 
stock  of  said  Company,  the  same  being  full  paid  and  non-assess- 
able,  of  which  40  shares  thereof  are  to  be  issued  to  the  said 
parties  above  named  as  and  for  the  shares  of  stock  subscribed 
for  by  them  as  appears  in  the  certificate  of  incorporation  of 
said  Company. 

And  the  said  party  of  the  second  part  further  agrees 
that  the  said  party  of  the  first  part  shall  have  and  receive 
as  compensation  for  h-is  services  as  aforesaid,  one  half  of  the 
difference  between  sixty  cents  for  every  four  hundred  pounds 
of  cement  and  the  actual  cost  of  manufacturing  the  same  below  '■ 
that  figure  f.  o.  b.  cars  at  factory,  exclusive  of  package, 


provided,  however,  that  the  Company  receives  an  average  of 
one  dollar  or  more  for  said  four  hundred  pounds .  If  the  said 
Company  should  sell  said  quantity  at  an  average  of  ninety„,cent£ 
up  to  one  'dollar  per  barrel,  then  the  maximum  amount  for  basis 
of  calculation  shall  be  fifty  four  cents  instead  of  sixty  cents 
should  said  Company  sell  said  quantity  at  an  average  of  from 
eighty  cents  to  ninety  cents  per  barrel,  then  the  said  maximum 
amount  shall  be  forty  eight  cents;  should  said  Company  sell 
said  quantity  for  a  price  at  an  average  of  from  seventy  cents 
to  eighty  cents,  then  the  said  maximum  amount  shall  be  forty 
two  cents;  should  said  Company  sell  said  quantity  at  an  average 
of  from  sixty  cents  to  seventy  cents,  then  the  said  maximum 
amount  shallbe  thirty  six  cents.  In  arriving  at  the  actual 
amount  to  be  paid  the  said  Thomas  A.  Edison  as  aforesaid,  there 
shall  be  added  to  the  said  actual  cost  of  manufacturing  tv/o 
cents  per  every  four  hundred  pounds  tov/ards  selling  expenses, 
salaries  and  other  corporate  charges ;the  meaning  thereof  being 
that  if  the  price  of  cement  is  reduced  in  open  market  the  afore 
said  compensation  of  the  said  Thomas  A.  Edison  shall  also  be  rc 
duced  on  the  basis  above  "set  forth,  and  so  that  a  reasonable 
profit  may  always  be  made  by  the  Company  in  conducting  its  bus¬ 
iness.  Should  the  selling  price  of  such  product  be  less  than 
60  cents  per  barrel,  said  Edison’s  royalty  shall  be  reduced  prt 
rata,  and  in  the  event  of  the  death  of  said  Edison,  his  heirs, 
executors,  administrators  and  assigns  shall  during  the  life  of 
said  patents,  or  any  extension  or  extensions  thereof,  receive 
fifty  per  cent  of  the  amount  that  would  be  due  the  said  Edison 
if  he  were  alive  when  said  royalty  accrued.  It  is  understood 
that  400  pounds  and  one  barrel  are  synonomous  terms. 

It  is  further  understood  that  in  ascertaining  the 
actual  cost  of  manufacture,  the  actual  running  expenses  of  the 


plant  proper, shall  include  only  the  wages  of  employes  actually 
engaged,  including  clerks  and  foreman  employee]  at  the  plant, 
and  also  the  general  depreciation  and  renewals. 

The  amount  of  royalty  or  saving  in  manufacture  is  to 
;  cii e '^eTermin ed  from  the  results  of 
thereafter  statements  of  amount  and  payments  shall  he  made 
quarterly;  and  if  in  the  judgment  of  the  Executive  Committee 
there  should  he  any  considerable  sum  due  to  the  party  of 
the  first  part  before  the  expiration  of  the  above  stated 
times,  anticipated  settlements  shall  be  made  in  their  discre¬ 
tion,  and  in  the  event  of  such  estimates  being  made  the  actual 
amount  shall  be  calculated  and  determined  at  the  close  of  the 
fiscal  year  and  paid  within  30  days  thereafter.  V 

And  it  is  further  understood  and  agreed  that  if  the 
said  Company  shall  grant  any  rights  to  manufacture  under  said 
Edison  patents  to  other  persons,  firms,  companies,  or  corpor¬ 
ations,  in  all  such  cases  the  said  party  of  the  first  part 
shall  receive  from  said  party  of  the  second  part  the  same  amount 
of  royalty  per  every  400  pounds  as  if  such  cement  v/ere  manu¬ 
factured  by  said  party  of  the  second  part. 

And  the  said  party  of  the  second  part  further  agrees 
that  it  will  offer  for  sale  one  million  dollars  of  the  preferrel 
stock  of  said  Company  at  par,  and  that  a  plant  shall  be  erect¬ 
ed  and  constructed  from  the  money  realized  from  the  sale 
of  said  stock  with  a  capacity  of  4,000  barrels  per  day;  and  that 
when  said  plant  shall  produce  a  net  income  over  all  manufactur¬ 
ing  expenses  as  aforesaid  of  Twenty-five  per  cent  on  said  one 
million  dollars  of  preferred  stock,  then  a  second  plant  shall  b3 
constructed.  That  the  second  million  dollars  of  preferred 
stock  shall  be  sold  for  the  purpose  of  raising  funds  to  build 


5 


additional  plaits,  until  the  out-put  reaches  20,000  barrels 
per  day  from  plants  designed  by  said  Thomas  A.  Edison  and 
equipped  with  his  machinery,  but  that  the  net  income  of  each 
4,000  barrel  plait  per  day  as  erected  must  pay  at  least  twenty- 
five  per  cent  over  all  maiufacturing  expenses  on  one  million 
dollars  before  the  said  Company  shall  proceed  with  another  plari; 
it  being  understood  that  for  cement  manufactured  and  produced 
from  said  Edison’s  patented  machinery  the  said  Thomas  A.  Edi¬ 
son  shall  continue  to  receive  the  sane  royalty  for  cement  manu¬ 
factured  and  produced  in  excess  of  twenty  thousand  barrels  per 
day. 

It  is  further  understood  and  agreed  that  if  the  said 
Thomas  A.  Edison  shall  die  or  become  incapacitated  before  the 
first  of  said  plants  shall  be  in  successful  operation,  then  and 
in  such  case,  if  it  be  found  that  cement  cannot  be  manufactur¬ 
ed  at  a  fair  and  reasonable  profit,  the  said  Cocipany  shall 
have  the  right  of  introducing  and  using  machinery  other  than 
that  on  which  the  said  Thomas  A.  Edison  has- patents;  it  being 
understood,  however,  that  so  long  as  any  of  the  said  Edison's 
machinery  is  used,  the  royalty  to  be  paid  to  his  heirs,  execu¬ 
tors,  administrators  and  assigns  shall  be  due  and  payable  the 
same  as  if  no  other  machinery  had  been  used. 

It  is  further  understood  and  agreed  that  the  said 
party  of  the  first  part  shall  retain  for  his  own  absolute  use 
$4,948,250  of  said  common  stock,  and  that  he  shall  assign  unto 
the  said  party  of  the  "second  part  Three  Million  Dollars  of  the 
said  common  stock  of  said  company,  which  the  said  party  of  the 
second  part  hereby  agrees  to  assign  and  transfer  to  the 
subscribers  for  the  first  One  Million  Dollars  of  said  preferred 
stock,  in  the  proportion  of  three  shares  of  said  common  stock 
6 


for  one  share  of  the  preferred  stock  so  subscribed,  when  the 
said  subscribers  shall  have  paid  fifty  per  cent  of  the  par 
value. of  the  said  preferred  stock. 

And  the  said  party  of  the  first  part  further  agrees 
to  assign,  transfer  and  set  over  unto  the  said  party  of  the 
second  part  three  hundred  thousand  dollars  of  the  said 
common  stock  of  the  said  Company,  which  said  stock  shall  remain 
in  the  Treasury  of  said  Company  and’  shall  be  distributed  by 
the  Board  of  Directors  of  said  Company  as  said  Board  in  its 
discretion  may  see  fit;  and  that  he  will  assign  and  transfer 
unto  said  Harlan  Page  $750,000  of  said  common  stock  as  a 
commission  for  services  rendered,  it  being  understood,  however, 
that  the  said  Company  is  in  no  way  responsible  for  the  perform¬ 
ance  of  such  agreement  as  to  the  payment  to  Mr.  Page. 

And  the  said  party  of  the  first  part  further  agrees 
that  he  will  defend  the  said  Company,  its  successors  or  assigns, 
against  any  and  all  suits  or  actions  arising  from  any  alleged 
infringement  of  said  patents;  provided  that  the  said  party 
of  the  second  part  will  bear  one- third  of  the  expenses  of  any 
litigation  with  reference  to  said  patents  as  aforesaid  affect¬ 
ing  the  said  Company. 

And  the  said  party  of  the  second  part  agrees  to  bear 
,  one-third  of  the  expenses  of  any  litigation  as  to  patents  as 
aforesaid  affecting  the  said  Company; it  being  understood  and 
agreed, however, that  should  the  said  party  of  the  first  part  de¬ 
cline  or  refuse  to  defend  any  and  all  actions  as  aforesaid, then 
the  said  party  of  the  second  part  may  do  so  and  charge  said  par¬ 
ty  of  the  first  part  with  two-thirds  of  the  expenses  thereof, an i 
retain  said  amount  out  of  the  royalty  due  or  to  become  due  to 
said  party  of  the  first  part, It  is  further  understood  and  agreel 


7 


that  the  party  of  the  second  part  shall  not  contest  the  valid¬ 
ity  of  any  of  said  patents,  or  applications  for  patents. 

IN  WITHERS  WHEREOF  the  said  party  of  the  first  part 
has  hereunto  set  his  hand  and  seal, 'and  the  party  of  the  second| 
[part  has  caused  this  agreement  to  he  signed  hy  its  President 
and  Secretary,  and  its  common  or  corporate  seal  to  he  attached 
pursuant  to  a  resolution  passed  hy  the  incorporators  and  stock-[ 
holders  of  said  Company  at  a  meeting  held  at  Camden  in  the 
State  of  New  Jersey  on  the  8th  day  of  June,  A.  D.  1899. 

Sealed  and  Delivered 
in  the  presence  of 


8 


ffor.  and  in  consideration  of  the  sum  of  One  dollar  ($1.00) 
in  hand  well  and  truly  paid  each  to  the  other,  we  the  undersized 
do  hereby  agree  to  give  to  William  H.  Shelmerdino  in  consideration 
of  services  which  he  has  rendered  in  the  formation  of  the  Edison 

Portland  Gem  ait  Company,  One  hundred  and  fifty  thousand  dollars 

,  ■  ,  | 

($150,000)  worth  of  common  stock  in  the  Edison  Portland  Cement 
Company,  /the  said  stock  to  be  taken  and  delivered  to  the  said 
Shelmerdine  from  the  Seven  hundred  and  fifty  thousand  dollars 
($750,db0)  in  conmon  stock  of  the  said  Edison  Portland  Cement 
Company,  which  has  been  provided  shall  be  paid  to  Harlan  Page  as 
a  commission  for  his  efforts  in  promoting  the  said  Company.  Xt 
is  understood  that  all  of  the  undersigned  are  interested  in  the 
said  commission  of  Seven  hundred  and  fifty  thousand  dollars 
($750,000)  in  common  stock  in  the  proportions  set  forth  in  another 


agreement  bearing  this  date  *. 

Xn  witness  jwhereof,  we,  the  undersigned,  have  hereunto  set 
our  hands  end/selals  thi  s,?9th.  day  of  June  1899*; 


(&)  6/f/9? 


CZz*a:s-t3Z?~/S<?£? 

2364 

Mad<t  afbn  e  /cf^f  I 
(=K (Xto-fad,  Jh*.<j<3(-  6£ff,  I 

/djsynminf  af  y  /gfenfi .  | 

;,J 

^J/ian  fofrrfyn'it  flurrm?  -&• .  I 

1 

(i 

I 


WHEREAS,  in  and  by  an  agreement  in  writing  made  the 
day  of  Juno,  A.  D.  1899,  by  and  between  Thomas  A,  Edison  of  Orange, 
in  the  State  of  New  Jersey,  of  tho  one  part,  and  The  Edison  Portland 
Cement  Company,  a  corporation  chartered  under  tho  lav/s  of  the  said 
State  of  New  Jersey,  of  the  other  part,  the  said  Thomas  A.  Edison 
covenanted  and  agreed,  among  other  things,  to  assign,  transfer  and  set 
over  unto  the  said  The  Edison  Portland  Cement  Company,  its  successors 
and  assigns,  tho  exclusive  rights  under  his  patents  and.  applications 
for  patents  covering  the  use  of  his  machinery  for  the  manufacture  of 
cement  only  in  the  United  States  and  Canada, 

NOW,  KNOW  ALL  MSN  BY  THESE  PRESENTS,  that  I,  the  said  Thomas 
A.  Edison,  for,  and  in  consideration  of  Nine  Million  Dollars. paid  in 
common  capital  stock  of  The  Edison  Portland  Cement  Company  as  follows: 
One  hundred  and  seventy-nine  thousand,  nine  hundred  and  sixty-five 
shares  thereof  issued  to  me,  five  shares  thereof  issued  to  Harlan  Page, 
five  shares  thereof  issued  to  Theron  I.  Crane,  five  shares  thereof 
issued  to  William  S.  Pilling,  five  shares  thereof  issued  to  William 
H.  Shelmerdine,  five  shares  thereof  issued  to  Walter  S,  Mallory,  five 
shares  thereof  issued  to  E.  Clarence  Miller,  and  five  shares  thereof 
issued  to  Luther  S.  Bent,  making  in  all  One  Hundred  and  Eighty  Thous¬ 
and  shares  of  the  par  value  of  $50  per  share,  and  being  the  entire 
common  capital  stock  of  said  Company,  the  receipt  whereof  is  hereby  ac¬ 
knowledged,  have  granted,  bargained,  sold,  assigned,  transferred  and 
set  over,  and  by  these  presents  do  grant,  bargain,  sell,  assign,  trans¬ 
fer  and  set  over  unto  the  said  The  Edison  Portland  Cement  Company,  its 
successors  and  assigns,  the  exclusive  rights  under  the  patents  and 
applications  for  patents  particularly  set  forth  in  Schedule  hereto 
annexed,  marked  "A",  and  made  part  of  this  assignment,  covering  the 
use  of  my,  the  said  Thomas  A.  Edison's  machinery,  apparatus  and  pro- 


i 


cesses  for  the  manufacture  of  cement  only,  in  the  United  States  and 
Canada,  to  have  and  to  hold  all  and  singular  the  premises  hereby 
granted, bargained, sold, assigned, transferred  and  set  over, or  mentioned 
and  intended  so  to  be,  unto  the  said  The  Edison  Portland  Cement  Com¬ 
pany,  its  successors  and  assigns,  during  the  life  of  said  patents 
already  granted,  and  during  the  life  of  those  patents  for  which 
applications  have  been  filed,  and  during  the  life  of  any  and  all 
extension  or  extensions  thereof  and  any  improvements  thereon,  and 
during  the  life  of  any  and  all  future  patents  and  any  and  all  exten¬ 
sion  or  extensions  thereof  and  any  improvements  thereon. 

It  is  understood  and  agreed  that  the  object  of  this  writing 
is  to  vest  in  the  said  The  Edison  Portland  Cement  Company  the  ex¬ 
clusive  right  and  license  to  use  the  inventions  covered  by  the  said 
patents  and  applications  for  patents,  for  the  specific  purpose  above 
mentioned,  to  wit,  for  the  manufacture  of  cement  only,  in  the  United 
States  and  Canada,  and  that  all  and  every  the  other  provisions  of 
said  agreement  of  June  9th,  1899,  are  to  continue  in  full  force  and 
effect;  it  being  further  understood  and  agreed,  that  I  shall  make 
and  execute  any  and  all  other  papers  which  may  be  necessary  to 
effectually  vest  in  the  said  The  Edison  Portland  Cement  Company, 
its  successors  and  assigns, the  said  exclusive  rights  under  any  and 
all  patents  hereinbefore  granted,  applied  for  and  not  yet  granted, 
or  to  be  hereafter  applied  for. 


IN  WITNESS  WHEREOF, 
this  3(  day  of 

Sealed  and  Delivered  )  ('  > 

in  the  presence  of  ) 


Mo. 

498,385, 

567,187, 

602,064, 


SCHEDULE  A. 

PATENTS. 

Title. 

Roller  for  Crushing  Ore  or  Other  Material, 
Crushing  Roll, 

Conveyor, 


Date. 

May  30,  1893. 
Sept .8,  1896. 
Apr. 12,  1898. 


APPLICATIONS. 


Ser.  No. 

Title. 

Filed . 

a 

644,746, 

Rolls  (Allowed  May  9,  1899) 

July  16,  1897 

OJ 

644,747, 

Method  of  and  Apparatus  for  Breaking  Rock, 

July  16,  1897 

& 

642,812, 

Method  and  Apparatus  for  Screening  _  .  _ 

Pulverized  Material, 

June  29,  1897. 

a> 

642,815, 

Lubricating  Journal  Bearings, 

June  29,  1897. 

a/ 

642,817, 

Plight  Conveyors, 

June  29,  1897. 

~7L 

643,053, 

Elevators  and  Conveyors,  fcu 

July  1,  1897. 

a/ 

642,816, 

Conveyors , 

June  29,  1897. 

642,818, 

Chain  Conveyors, 

June  29,  1897. 

-<L 

681,476, 

Dusting  Apparatus,  / 

JD y 

May  23,  1898. 

<x/ 

681,477, 

Dryers , 

CZJtCvCV 

May  23,  1898. 

681,478, 

Grinding  or  Crushing  Rolls, 

May  23,  1898. 

682,935, 

Apparatus  for  Reducing  Rock, 

/ 

June  8,  1898. 

"/L 

681,480, 

Art  of  Separating  or  Grading  Fine" Materials  May  23,  1898. 

CO 

709,447, 

Process  and  Apparatus  for'  Screening  or  Sizing  ' 

Very  Fihe  Materials,  Mar.  17,  1899. 

2? 

719,782, 

Calcining  Furnaces, 

June  8,  1899. 

2? 

722,532' 

Grinding  Rolls, 

*4 

July  1,1899. 

2. 

722,229  , 

Fine  Screening  Plates  and  Process  of 

June  29,1899. 

Making  the  Same. 

/Z.  C&OZZT  <Ci£C-,~0 

y 

y 

APPLICATIONS. 

tj 

No.  Title 

Piled 

644,746 

Nolls, (allowed  May  9,1899) 

Pat .  637 , 327 ,Nov . 21 , 1899 . 

July  Iff,  1897. 

644,747 

Method  of  and  Apparatus  for  Breaking  Rook 
Pat. 672, 616, April  23,1901. 

July  16 ,  1897 . 

642,612 

Apnaratus  for  Screening  Pulverised  Material  June  29,1897. 
Pa, t  .675 ,057  ,M.ay  2e  ,1901 . 

642,815 

Lubricating  Journal  Bearings, 

Pat. 671314, April  2,1901. 

June  29 ,  1897 . 

642,817 

Plight  Conveyors , 

Pat. 6 67 201 ,Peb.5 ,1901. 

June  29,1897. 

643,053 

Rlevators  and  Conveyors  (Abandoned) 

July  1,1897. 

642,816 

Conveyors  #671315 .April  2,1901. 

June  29,  1897. 

642,  818 

Chain  Conveyors  (Still  Pending) 

June  29,  1897. 

681,476 

Dusting  Apparatus  (Abandoned) 

Kay  23,1898. 

681,477 

Dryers  Pat. #6 489 3 3, Hay  9,1900. 

May  23,  1898. 

681,478 

Grinding  or  Crushing  Rolls 

Pat.  674057  , May  14,1901. 

May  23,  1898. 

682,935 

Apparatus  for  Reducing  Rock,  (Abandoned) 

June  8,  1898. 

681 , 480 

Art  of  Separating  or  Grading  Pine  Materials  Hay  23,1898. 
(Abandoned) 

709,447 

Process  and  Apparatus  for  Screening  or 
Sizing  Very  Pine  Materials. 

Pat. 648934  Kay  8,1900. 

Kar.  17,1899. 

719  ,782 

Calcining  Purnaces,  (Still  Pending) 

June  8,  1899 

722,532 

Grinding  Rolls  "  " 

July  1 ,  1899 

722,229 

Pine  Screening  Plates  and  Process  of 
making  the  same.  (Still  Pending). 

June  29,  1899. 

Number . 


Title. 


Date 


660,845, 

Apparatus  for  Sampling. Averaging,  Mixing 
and  Storing  Materials  in  Bulk, 

Oct.  30,1900. 

662,063 

Process  do., 

Nov. 20,  1900. 

671,316, 

Apparatus  for  Screening  or  Re¬ 
screening  Pine  Materials, 

April  2,1901. 

671,317, 

Method  do. , 

April  2,  1901. 

672,617, 

Apparatus  for  Breaking  Rock, 

April  23,  1901, 

679,500, 

Apparatus  for  Screening  and  Sizing 

Very  Pine  Material , 

July  30,1901. 

Also  the  following  applications : - 

Serial  No. 

Title. 

Piled. 

12,069, 

Stock -Houses  for  Storing  Material 
in  Bulk 

April  9,1900, 

13,405, 

Method  of  Burning  Portland  Cement 

Clinker  and  Other  Materials, 

April  19,1900, 

13,406, 

Apparatus  do., 

April  19,1900. 

88,108, 

Calcining  Purnaces, 

Jan.  2,  1902. 

~^U  'w  ^  /cfcu 

b^$Lvv>A-''  ^J\v  3vjc 

q,v:  ,  .  ,\ 

>Way  oV-. 

CJ  Y  <7&YYi  ai 


SUCT  v/w  Vv-M, 


1 


! 


AGREEMENT  made  this  vwWw.,  day  of  v.' ;  . 

A./). 1899,  by  and  between  THOMAS  A.  EDISON,  of  the  PJ.ret  Part,  and 
HARLAN  PAGE,  VALTER 's.  MALLORY,  WILLIAM  S.  PILLING  and  THERON  I. 
CRANE,  of  the  Second  Part. 

WHEREAS  the  parties  hereto  did,  on  the  Fifteenth  day  of  April, 
A.D.1899,  enter  Into  an  agreement  in  relation  to  the  transfer  by  the 
party  of  the  first  part  to  the  other  parties  hereto  certain  shares 
of  the  Common  Stock  of  THE  EDISON  PORTLAND  CEMENT  COMPANY,  which  said 
agreement  was  never, carried  out  nor  the  stock  therein  referred  to 
transferred,  and 

WHEREAS,  in  order  tocfurther  secure  the  active  cooperation  of 
the  said  Thomas  A.  Edison  in  advancing  the  general  Interests  of  the 
said  corporation  the  said  parties  of  the  second  part  have  agreed  with 
him  that  the  said  contract  of  April  15th,  A.D.1899,  shall  fee  modified 
as  hereinafter  set  forth: 

NOW  THEREFORE  IT  IS  AGREED  between  the  parties  hereto,  as  fol¬ 
lows: 

FIRST.  That  the  said  Thomas  A.  Edison  shall  distribute  and  di¬ 
vide  among  the  said  parties  of  the  second  part,  severally  and  re¬ 
spectively,  the  following  number  of  shares  of  Common  Stock  of  the  said 
corporation,  instead  of  the  number  stipulated  to  be  distributed  and 
divided  in  said  contraot  of  April  15th,  A.D.1899,  that  is  to  say, 
that  he  shall  forthwith  transfer  to  the  said  Harlan  Page  shares  of 
the  Common  Stock  of  the  said  corporation  of  the  par  value  of  Four 
hundred  and  sixty-six  thousand  seven  hundred  Dollars, ($466, 700);  to 
Walter  S.  Mallory  shares  of  the  Common  Stock  of  thr  par  value  of 
Four  hundred  and  sixty-six  thousand  seven  hundred  Dollars  (#466,700); 
to  William  S.  Pilling  shares  of  the  Common  Stock  of  the  par  value  of 

*  -  % 

-1- 


<S) 


Two  hundred  and  thirty  three  thoueand  three  hundred  Collars  ($233,300) 
to  Theron  I.  Crane  shares  of  the  Common  Stock  of  the  par  value  of 
Two  hundred  and  thirtyrthree  thousand  three  hundred  Collars  ($233,300) 
8E00HC.  The  said  party  of  the  first  part  further  agrees  that  he 
will,  within  ten  (10)  years  from  the  date  hereof,  or  within  ten  (10) 
days  after  the  capacity  of  the  factory  or  factories  of  the  said 
Edison  Portland  Cement  Company  or  its  Lessees  or  licensees  shall  be  at 
the  rate  of  Twenty  thousand  (30,000)  barrels  of  cement  per  day, assign 
transfer  and  deliver,  unto  thr  said  parties  of  the  second  part  re¬ 
spectively  or  to  their  executors,  admihistrators  or  assigns,  without 
further  consideration,  the  following  additional  number  of  shares  of 
Common  Stock  of  the  said  corporation,  that  is  to  say  -  unto  the  said 
Harlan  Page  shares  of  the  Common  Stock  of  the  said  corporation  of  the 
par  value  of  Pour  hundred  and  fifty  eight  thousand  three  hundred 
Collars  ($458,300);  and  unto  the  said  Walter  S.  Mallory  shares  of 
the  par  value  of  Pour  hundred  and  fifty  eight  thousand  three  hundred 
Collars  ($458,300);  and  unto  the  said  William  8.  Pilling  shares  of 
the  par  salue  of  Two  hundred  and  twenty  nine  thousand  two  hundred 
Collars  ($329,200);  and  unto  the  said  Theron  I.,  Crane  shares  of  the 
par  value  of  Two  hundred  and  twenty  nine  thousand  two  hundred  Collars 
($229,200).  ,  It  being  understood  and  agreed  that  the  said  shares  of 
stock  are  to  remain  the  property  of  the  said  party  of  the  first  part 
until  time  for  said  delivery  shall  arrive  with  the  same  force  and 
effect  and  subject  to  the  same  conditions  of  law  which  apply  to  sales 
of  stock  made  for  future  delivery  upon  the  performance  of  specified 
conditions,  and  that  until  the  time  for  the  said  delivery  shall  have 
arrived  the  said  Thomas  A.  Edison  shall  have  the  exclusive  right  to 
vote  said  shares  of  stock  at  any  corporate  meeting  of  the  stockholders 
of  the  said  Edison  Portland  Cement  Company. 


THIRD.  It  is  further  undeflr  stood  and  agreed  by  and  between  the 
parties  hereto  that  in  order  to  more  fully  and  effectually  carry  out 
the  terms  and  conditions  of  the  second  clause  of  this  agreement,  and 
for  the  more  effectual  protection  of  the  Interests  of  thr  parties  of 
the  second  part,  the  said  Thomas  A.  Edlso#  shall  and  will,  simultan¬ 
eously  with  the  execution  of  this  agreement,  assign,  transfer,  set 
over  and  deliver  unto  the  Girard  Trwst  Company,  the  said  additional 
number  of  shares  of  the  Common  Stock  of  the  said.  Corporation  as  pro¬ 
vided  inthe  second  clause  of  this  agreement;  the  same,  when  so  de¬ 
livered,  to  be  held  by  the  said  Trust  Company  upon  the  following 
terms  and  conditions,  to  wit:-  The  said  Stook  shall  be  held  by  the 
said  Trust  Company  for  the  period  of  ten  (10)  years  from  the  date  of 
this  agreement,  or  until  ten  (10)  days  after  the  capacity  of  the  fac¬ 
tory  or  factories  of  the  Edison  Portland  Cement  Company  or  their  li¬ 
censees  shall  be  at  the  rate  of  Twenty  thousand  (20,000)  barrels  of 
cement  per  day,  which  fact  shall  be  regarded  by  all  the  parties  hereto 
as  haging  been  fixed  and  established  when  certified  to  the  said  Trust 
Company  by  a  certificate  in  writing  under  the  seal  of  the  said  Edison 
Portland  Cement  Company  and  signed  by  the  President  and  Secretary 
thereof,  and  approved  in  writing  by  the  said  Thomas  A.  Edison,  or 
(in  case  of  the  death  of  said  Thomas  A.  Edison),  by  his  executors  or 
administrators;  and  at  the  expiration  of  the  said  period  of  ten  (10) 
years  or  within  ten  (10)  days  after  the  receipt  by  the  said  Trust  Com¬ 
pany  of  the  certificate  hereinabove  setforth,  the  said  Trust  Company 
Bhall  thereupon  forthwith  without  any  further  order,  writing  or  agree¬ 
ment,  duly  and  legally  assign  and  transfer  upon  the  books  of  the  said 
Edison  Portland  Cement  Company  and  deliver  unto  the  Bald  parties  of 
the  second  part  respectively  or  unto  their  executors,  administrators 


or  assign  a  the  respective*  number  of  shares  held  by  it  as  aforesaid. 

It  is  further  understood  by  and  between  the  parties  hereto  that 
from  and  after  the  execution  of  this  agreement  and  until  the  delivery 
of  the  said  Stock  asprovlded  for  by  said  agreement,  the  parties  of 
the  second  part  and  their  assigns  shall  be  entitled  to  receive  all 
dividends  which  may  be  declared  and  paid  on  account  of  their  said 
shares  respectively,  and  that  the  parties  of  the  second  part,  their 
executors  and  administrators  and  assigns,  shall  have  the  right  to  sell}«; 
assign  and  transfer  their  respective  rights  to  the  delivery  of  the 
said  sharou  of  Stock  as  aforesaid,  or  to  any  portion  or  portions 
thereof,  and  to  thr  said  dividends,  or  any  of  them,  and  that  said  Trusts 
Company  shall  issue  and  deliver  unto  the  parties  of  the  second  part 
respectively  certificates  setting  forth  the  shares  of  stock,  to  the 
delivery  of  which  they  are  entitled  respectively/  a  copy  of  which 
certificate  is  annexed  to  this  agreement  and  marked  "Pom  of  Certifi¬ 
cate";  and  *  the  sale  or  transfer  by  the  parties  of  the  second  part  of 
their  right  to  the  future  delivery  of  the  said  stook  and  to  the  divi¬ 
dends  thereon,  such  certificate  may  be  delivered  to  the  said  Trust  Comj;g 
pany  and  &  new  certificate  issued  in  the  place  thereof  to  such 
assignees. 

POURTH.  It  is  expressly  understood  and  agreed  by  and  between  the 
parties  hereto  that  the  said  Thomas  A.  Bdison,  or  (in  case  of  his 
death)  his  executors  or  administrators,  shall,  at  any  time  before  the 
time  for  . the  delivery  of  said  shares  shall  arrive  as  herein  provided, 
have  the  right  to  anticipate  such  future  delivery  and  cause  the  said 
shares  to  be  delivered  at  onoe  to  the  parties  entitled  thereto,  and 
upon  notice  in  writing,  given  by  the  said  Thomas  A.  Bdison,  or  (in 
case  of  his  death)  by  his  executors  or  administrators,  to  the  said 
Trust  Company  directing  such  immediate  delivery,  the  said  Trust  Com¬ 
pany  shall  forthwith  assign  and  deliver  unto  the  parties  entitled 


thereto,  the  respective  shares  of  stock  so  held  by  it,  as  aforesaid. 
FIFTH.  It  is  further  understood  and  agreed  by  and  between  the 
parties  hereto,  that  inasmuch  as  the  sale  by  the  said  Thomas  A. Edison 
of  the  remaining  stock  of  the  said  Corporation  now  belonging  to  him 
would  thereby  diminish  his  pecuniary  interest  in  said  corporation  and 
the  purposes  of  this  agreement  would  be  largely  defeated  and  no  reasons 
wouls  exist  for  postponing  the  delivery  to  the  said  parties  of  the 
second  part  of  the  stock  purchased  by  them  from  said  Thomas  A.Bdlson 
for  future  delivery,  it  is  therefore  agreed  by  the  said  Thomas  A. Edi¬ 
son  that  he  shall  and  will  simultaneously  with  the  execution  of  this 
agreement  deposit  with  the  Girard  Trust  Company  shares  of  the  Common 
Stock  of  the  said  Edison  Portland  Cement  Company  of  an  aggregate  par 
value  of  One  Hillion  three  hundred  and  siventy  five  thousand  One  hun¬ 
dred  Dollars  (§1,378,100)  standing  in  his  name,  to  be  held  by  the  said 
Girard  Trust  Company  for  the  use  and  benefit  of  the  said  Thomas  A. 
Edison,  but  not  to  be  transferred  to  the  name  of  the  said  Trust  Company 
which  said  certificates  Bhall  be  delivered  to  the  eaid  Thomas  A.  Edi¬ 
son  his  executors,  administrators  or  assigns  upon  demand,  but  upon  the 
express  condition,  however,  that  if  the  said  Thomas  A.  Edison,  his 
executors,  administrators  or  assigns  shall  demand  and  receive  any  or 
all  of  eaid  shares  from  said  Girard  Trust  Company,  thereupon  the  said 
parties  of  the  second  part  their  executors,  administrators  or  assigns 
shall  be  entitled  to  the  immediate  assignment  and  delivery  to  them 
respectively  of  the  sharesof  stock  of  said  corporation  hold  by  tho 
said  Trust  Company,  in  the  same  manner  as  if  the  time  for  the  delivery 
of  said  (hares  had  arrived  asprovided  in  this' agreement,  and  such 
demand  by  and  delivery  to  the  said  Thomas  A.  Edison,  his  executors, 
administrators  or  assigns,  of  the  whole  or  any  part  of  the  said  shares 
deposited  by  him  with  tho  said  Girard  Trust  Company  asprovided  by 


this  clausa  of  this  agreement  shall  be  held  and  considered  to  be  a  full- 
authorization  and  direction  by  said  Thomas  A.  Edison  to  the  said  Girard 
Trust  Company  to  deliver  to  the  said  parties  of  the  second  part,  re¬ 
spectively,  their  executors,  administrators  or  assigns,  the  said 
shares  of  stock  deposited  with  said  Trust  Company  as  provided  in  the 
third  clause  of  this  agreement. 

SIXTH.  It  is  further  understood  and  agreed  by  and  between  the 
parties  hereto  that  the  third  clause  of  said  agreement  of  April  15, 

1899  shall  be  rescinded. 


IK  WITNESS  WHERE  OP  the  said  parties  hereunto  have  set  their 


PORK  OP  CERTIFICATE. 

KO. -  SHARE3 - 

GIRARD  TRUST  QOMPAHY.  TRUSTEE. 

THIS  CERT  I  PIUS  that  - - — . -is  entitled 

to - - - - — — — — - shares 

of  the  Common  Stock  of  the  Edison  Portland  Cement  Company  incorporat¬ 
ed  under  the  laws  of  New  Jersey,  being  part  of - 


- - — _____ - shares  of  the  Capital  Stock  of  the 

said  Edison  Portland  Cement  Company,  the  certificates  for  which  shares 
have  been  duly  stamped  in  accordance  with  the  Revenue  laws  of  the 
United  States,  and  which  have  been  issued  to  and  are  held  in  trust  by 
the  GIRARD  TRUST  COMPANY  in  its  name  as  Trustee  for  future  delivery 
upon  the  terms  and  conditions  provided  in  a  certain  Agreement  made 
the  29th  day  of  November*  A.D.1899,  between  Thomas  A.  Edison,  Harlan 
Page,  Walter  S.  Mallory,  William  S.  Pilling  and  Theron  I.  Crane,  an 
original  of  which  Agreement  is  iii  the  possession  of  said  Girard  Trust 
Company.  ' • ,  ■ 

This  certificate is  transferable  only  on  the  books  of  the 
Girard  Trust  Company  in  person  or  by  Attorney.  The  surrender  and 
delivery  by  the  holder  or  his  assigns  of  this  certificate  to  the  said 
Trust  Company  shall  be  a  full  and  complete  release  and  discharge 
from  such  holder  or  assignee  to  the  said  Trust  Company  from  all  lia¬ 
bility  by  reason  of  its  acceptance  of  the  said  truBt;  nor  shall  the 
said/Trust  Company  ibe  under  any  liability  whatsoever  by  reason  of 

sucfclacC'e'p'ta;noei,:8£ive  for  gross  negligence  or  wilful  default. 

/■/  •  /  .  '  \  GIRARD  TRUST  COMPANY, TRUSTEE 

.  V-  ■.  By 


KEVBR3B  ofoERUFICATE 

FOR  VA.UJE  RECEIVED — . - . - . hereby  sell,  as¬ 
sign  and  transfer  the  within  certificate  unto - - — , 

subueet,  however,  to  the  terms  and  conditions  of  the  Agreement,  in  said 
certificate  roferred  to. 

And - — - - do  hereby  constitute  and 

appoint - - - - - — 

true  and  lawful  Attorney,  irrevocably  for - and  in - — 

name  and  stead,  but  to - use,  to  sell,  assign,  transfer  and 

make  over  all  or  any  part  of  the  said  certificate,  subjoct  ,  however, 
as  aforesaid,  and  for  that  purpose,  to  make  and  execute  all  necessary 
acts  of  assignment  and  transfer  thereof,  and  to  substitute  one  or 
more  persons  with  liko  full  power,  hereby  ratifying  and  confirming 

all  that - , - - said  Attorney,  or-- - - 

- - - substitute  or  substitutes  shall  lawfully  do  by  vir¬ 
tue  hereof. 

IN  WITHESS  WHEREOF - - - have  hereunto  sot 

- hand  and  seal  at-- — - the - — 

day  of - ,  1 - 


Signed,  Sealed  and  Delivered 
In  the  presence  of 


[THE  SAME  AGREEMENT  WAS  ALSO  EXECUTED  WITH  WILLIAM  S. 
PILLING  AND  WITH  E.  C.  MILLER  &  CO.] 


AGKFIE1OTT 

between 

Thomas  A.  Edison 
and 

Theron  I.  Crane. 


' 

W- 


I 


Win  AGiammiT,  mada  this 

day  of  December  A.  ..it,-.  f  1900  between  Thomas  A.  Edison,.  of  the 
first  part  and  Theron  I.  Crane,  of  the  second  part.. 

OTTNR8RMTH,  That  the  said  parties  in  consideration 
of  the  sum  of  One  Dollar  (§1.00)  each  unto  the  other  in  hand 
well  end  truly  paid  at  or. .before  the  ensealing,  and  delivery 
hereof,  the  receipt  whereof  is  hereby  acknowledged,  and  of 
other  good  arid  valuable  considerations,  dnyoovenant  and  agree 
to  and  with  each  other  as  follows: — 

At  nay  tins  prion  to  one  year  aftr  the  factory  of 
the  Edison  Portland  Cement  Company,  a  corporation  organized 
under  the  laws  of  the  State  of  77e-v  .Tor say,  begins  to  manufac¬ 
ture  cement  in  commercial  tiuantities;  that  is  to  say,  at  any 
time  prior  to  one  year  after  the  said  factory  shall  have  pro¬ 
duced  an  average  of  1500  barrels  of  Portland  Cement  per  work¬ 
ing  dey  during  three,  consecutive  months,  and  notice  to  that 
effect  shall  have  been  given  to  the  paid  Theron  I.  Crane  and 
tq  the  West  End  TruBt  and  Safe  Deposit,  Company  by  the  said 
Thomas  A.  Edison _(tho  said  year  toybogin  with 'the  date  of  tho 
service  of  said  notices);  the  said  Thomas  A.  Edison,  his  ex¬ 
ecutors,  administrators  or  assigns  will  exchange  at  the  option 
of  the  said  Theron  I.  Crane,  his  executors,  administrators  or 
assigns  any  or  all  of  Thirty  thousand  Dollars  ($30,000.),  in 
bonds  of  the  Edison  Phonograph  Works  at  par  for  the  stock  of 

the  said  The  Edison  Portland  Cement  Company,  at  Ten  Dollars 

(§10.00)  per  share,  the  par  thereof  being  Fifty  Dollars 

($50.00)  per  share;  that  is  to  say,  for  any  hond  of  The  Edison 

.  :  Phonograph.  Dorics  of  .the.  face,  value. ."of  ..On.e  thousand  Dollars.. 
($1,000.),  the  said  Thomas  A.  Edison,  his  executors,  adminis¬ 
trators  or  assigns  will  give  100  shares  of  the  stock  of  The  k 
Edison  Portland  Cement  Company,  or  at  the  option  of  the  said 
Theron  I.  Crane,  his  executors,,  administrators  or  assigns^/ 

ifcjee>  <£! 


I  I 

will  sell  and  transfer  to  the  said  Theron  X.  Crane,  his  exec¬ 
utors,  administrators  or  assigns,  any  or  all  of  the  said  3000 
shares  of  the  stock  of  The  Edison  Portland  Cement  Company, 
at  the  price  or  sum  of  Ten  Dollars  ($10,00)  per  share  in  cash 
for  the  some,  it  being  understood  that  said  3000  shares  of 
stock. may  he  paid  for  by  the  said  Theron  I.  Crane,  his  execu¬ 
tors,  administrators  or  assigns  either  in  the  bonds  of  the 
Edison  Phonograph  Works  or  in  cash,  n.n  he  or  they  may  elect. 

The' said  Thomas  A.  Edison  will,  at  the  time  of  the 
execution  of  this  agreement,  deposit  with  the  West  End  Trust 
&  Safe  Deposit  Company  of  Philadelphia,  Pa.,  3000  Bhares  of 
The  Edison  Portland  Cement  Company  in  his  name  duly  assigned 
in  blank  by  him  to  bo  held  by  tho  said  depository  during  the 
pariod  of  one  year  from  the  time  that  the  said  Edison  Portland 
Cement  Company  begins  to  manufacture  cement  in  commercial 
quantities,  as  aforesaid.  In  trust,  to  deliver  the  whole 
or  any  part  thereof  to  the  said  Theron  I.  Crane,  his  execu¬ 
tors,  administrators  or  assigns  upon  receiving  from  him  or 
them  bonds  of  the  Edison  Phonograph  Works  or  cash  in  the  ra¬ 
tio  above  specified. 

At  the  expiration  of  Baid  year,  so  much  of  said 
stock  ns  the  said  Theron  I.  Crane,  his  executors,  administra¬ 
tors  or  assigns  shall  not  have  exercised  his  option  to  take,' 
shall  ho  delivered  to  the  said  Thomas  A.  Edison,  his  execu¬ 
tors,  administrators  or  assigns. 

IW  WITNESS  WHEREOE,  the  said  parties  have  hereunto 


set  their  hands  and  seals. 


r\AfdwaM; 


'~7\ 

(TS.JjOeJ>y 


'  zP  '  (L-s-) 


'V  -  \ 


AN  AGREEMENT  ,MADE  THIS  :  ■  >  ^  Day  of  April 
nineteen  hundred  and  two,  between  THOMAS  A.  EDISON,  of  the 
first  part,  and  THE  EDISON  PORTLAND  CEMENT  COMPANY,  of  the 
seoondpart. 

Y/HEHEAS,  by  an  agreement  made  on  the  ninth 
day  of  June,  1899,  between  the  said  parties,  it  was  provided 
among  other  things  as  follows: 

"It  is  further  understood  that  in  ascertaining 
the  actual  oost  of  manufacture,  the  actual  running  expenses 
of  the  plant  proper,  shall  include  only  the  wages  of  em¬ 
ployees  actually  engaged,  including  clerks  and  foreman 
employed  at  the  plant,  and  also  the  general  depreciation 
and  renewals," 

AND  WHEREAS ,  at  the  time  of  the  execution  of  the 
said  agreement,  it  was  the  intention  of  the  parties  thereto 
that  in  ascertaining  the  actual  cost  of  manufacture,  the  ac¬ 
tual  running  expenses  of  the  plant  proper  should  include 
only  (a)  the  wages  of  employees  actually  engaged, including 
clerks, foreman  and  superintendents  employed  at  the  plant; 

(b)  Fuel  used  at  the  plant;  (o)  Insurances  and  taxes  on  the 
plant;  (d)  Materials  purchased  for,  and  used  at,  the  plant; 
(e)  Renewals  of  the  plant  and  a  reasonable  amount  for  gen¬ 
eral  depreciation. 

AND'  WHEREAS ,'  doubtB  have  arisen  as  to  whether  the 
said  provisions  of  the  Baid  agreement  accurately  expressed 
the  said  intention  of  the  parties  thereto. 

NOW,  THEREFORE,  it  is  agreed  between  the  parties 
hereto  that  the  said  agreement  shall  be  interpreted  and  car¬ 
ried  opt  in  the  same  manner  as  if  the  said  last  named 
provision  of  said  agreement  had  fully  and  dearly  expressed 
the  true  intention  of  the  said  parties  Ms  hereinbefore 

M  ' -l-_  • 


recited. 

AND  'WHEREAS,  the  said  agreement  also  among  other 
things,  provided  as  follows: 

|  "The  amount  of  royalty  or  saving  In  manufacture ,  is 

to  he  determined  from  the  result  of  the  first  year's  opera¬ 
tion;  thereafter  statements  of  amounts  and  payments  phan 
he  made  quarterly. " 

AND  WHEREAS,  at  the  time  of  the  execution  of  the 
said  agreement,  it  was  the  intention  of  the  parties  thereto 
that  the  amount  of  royalty  or  saving  in  manufacture  for  the 
first  year  should  he  determined  from  the  results  of  the 
first  year's  operation  and  the  proportion  thereof  due, paid 
at  the  termination  of  said  year;  and  that  thereafter,  in 
every  year ,  the  royalty  or  saving  in  manufacture  should  he 
determined,  in  like  manner,  from  the  results  of  the  current 
year'B  operation,  and  statements  of  amounts  and  payments 
should  he  made  quarterly, 

AND  WHEREAS,  douhts  have  arisen  as  to  whether  the 
said  provision  of  the  said  agreement  accurately  expresses 
the  said  Intention  of  the  parties  thereto: 

NOW  THEREFORE,  it  is  further  agreed  hwtween  the 
parties  hereto  that  the  said  agreement  Shall  he  interpreted 
and  carried  out  in  the  game  manner  as  if  the  said  last  named 
provision  of  said  agreement  had  fully  and  clearly  expressed 
the  true  Intention  of. the  said  parties  as  hereinbefore  re¬ 
cited. 

IN  WITNESS  WHEREOF,  the  said  party  of  the  first  part 
her  hereto  set  Mb  hand  and  seal,  and  the  said  party  of 
the  Beoond  part  has  paused  its  corporate  seal  to  he  hereto 
affixed  and  these  presents  to  he  sighed  hy  its  President,  " 

-2- 


v  i 


in  duplicate,  the  day  and  year  first  above  writtai. 
Signed,  Sealed  and  delivered, 

In  the  presence  of: 


The  Edison  Portland  Cement  Co. 


ORANQE  TELEPHONE,  »3n  ORaNQE.” 


Edison  Laboratory,  Orange,  N.  Jsov.  is, 02. 

.<  H.-  Sheldermine  Esq*  -  - 


President  Edison  Portland  Cement  Co; 

?-i."  .Philadelphia,  Pa. 


My  dear  Sir:  •  . . . 

At- the:  last  meeting  of  the  Directors  ybu  made  a  suggestion 
that  X  oontinue  In  my  position  of  Vice  President  without  salary, I 
now  beg  to  oonfirm  the  statement  I  made  at  that  time, if  It  is  the 
judgement  of  the  board  that  the  oompeny  will  be  materially 
benefitted  by  such  action  on  my  part,  I  em  perfectly  willing  to 
abide  by  itB  deolslon)  as  the  suggestion  was  made  before  the  board 
I  would  like ‘  them  to  deolde  as  to  it  and  shall  ask  you  to  permit 
me  to  present  the  following  statement  of  faots  before  they  reach 
a  decision  in  the  matter. 


As  t  look  baok  over  the  work  I  have  done  I 
feel  1  have  done  my  best  for  the  IntereBtB  of  the  company  and 
that  I  have1 pushed  the  work  as  fast  as  I  had  the  ability  ana  the 
sower  to  do  it;  You  will  remember  at  several  of  the  Directors 
meetings  I  have  stated  that  in  my  judgement,  the  work  oould  progress 
faster  and  that  I  waB  doing  all  X  oould  to  that  end  and  have  asked 
the  board  to  help  me  push  it. 

X  understand  X  have  been  orltloised  beoause 
X  have  not  been  at  the  cement  works  more  of  late,  my  visits  there 
convinced  me  that  with  both  Hr."  BdiBon  and  Hr  .  Darling  at  the  plant 
my! constant  attendance ‘there  was  not  needed,  and" that  I  oould  muoh 
better  promote  the  best  interests  of  the  oompany  by  looking  after 
matters  at  Orange  so  Hr.:  Edison  would  be  in  a  position  to  spend 


The  Edison  Portland  Cement  Co. 

ORANJQE  TELEPHONE,  "3n  ORANdE.” 

Edison  Laboratory,  Orange,  N.  J., 

(W.  E.  8.  2) 

the  maximum  amount  of  hie  time  at  the  plant}  In  addition  to  this 
I  have  arranged  for  settlement  of  our  merohandlee  aooounte  %y  notes 
and  all  renewals  of  same,  work  which  does  not  properly  oome  In 
my  department,  I  have  howeve^lwaya  been  willing  to  do  anything  that 
would  he|>p  the  work  along,  and  1  have  not  heeitated  to  work  hard 
and  put  in  long  houra  whenever  neoeB8ary,  and  It  has  been  necessary 
very  often,  and  with  Mr  Darling  and  others  X  have  been  willing  to 
let  payment  of  my  baok  salary  stand  until  the  oompany  was  in  funds. 

I  wish  also  to  oonfirm  the  statement  that 
if  I  had  supposed  a  suggestion  of  this  sort  would  be  made^I 
oertalnly  should  not  have  given  up  reoently  the  7 BO  shares  of  oomnon 
stook(par  value  §37600,-)  whioh  makes  a  total  of  2417  shares  of 
oommon  stook(par  value  §120860.-)  I  have  given  up  to  the  oompany 
to  help  it  along)  Figured  on  the  present  market  value  for  the 
common  etook  I  have  praotloally  pald^out  of  ay  own  pooket^all  the 
salary  I  have  thus  far  reoeived  from  the  oompany  and  still  have  a  Jfc. 
oredit  that  will  pay  my  salary  for  considerably  over  a  year  to  oome, 
so  I  do  hot  feel  that  X  am  asking  anything  out  of  the  way  or  putting 
any  hardship  on  the  oompany  when  X  ask  that  the  salary  be  oontlnued 
as  heretofore. 

When  we  increase  the  oapaolty  of  the  plenty 
In  view  of  the  experience  and  knowledge  I  have  of  what  has  been  done 
and  is  to  be  done,  X  believe  X  can  be  of  servloe'  to  the  company, 


he  approves  of  my  sending  it  to 


X  have  shown  this  Isttsr  to  Mr.  Edison  and. 
Yours  very  truly. 


[MEMORANDUM  BY  WALTER  S.  MALLORY,  CA.  1893  (ATTACHMENT)] 


I  V-VyCr'  "t 

3-  ^p^{-<LtLt  ^^vv-evw, 


S'  J(r^vyV  (/vIm'^^z  Xav—  vA,  W^cX  (TvH-YwtZ^  V 
W  X/vw\  vvWUo  —  ovw^l,  cwl>  VyXv\^^±c^  "fe  w^- 

(  J  :  ,  C) 

c^a-wuJC  ^  ojMATtxr 

—  Y&W  3  A^iv  Vvw\ 


V-  aAT  wfyu  Q^j^XT 

-vY^At-  ^ 


—  wtr 


'J^VU’7^  N/v''j  <i^O^Wv-L  _t/!rwu  V)  A->L(aa— 

,,  ,  (S^<& 

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CIytv-VaAa^vo 


Ay^  Ow  _J^r^Xu\An^  — -' 

jS  AiOL.  |vw»-  &"  S  C.  Co  (^Vy^^w--*  Co^  'S<:,v^yw\  CV 
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X.  Co  _  (^Vvwb^  VvOL^  l<j?Oe>  1_ 


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The  Edison  Portland  Cement  Co, 


ORANQE  TELEPHONE,  "311  ORANGE.' 


Edison  Laboratory,  Orange,  N.  fLp,03. 


Mr.  W.  H.  Shelmerdins s 

President  Edison  Portland  Cement  Oo.s 
Philadelphia,  Pa. 

My  dear  Sirs 

I.ast  fall  I  was  informed 

that  some  erf  the  directors  thought,  in  view  of  the  salary  I  was 
receiving,  1  should  discount  some  of  the  company's  paper  same  as 
they  were  doing,  1  advised  Mr.  Pilling  verbally  and  by  letter  that 
I  was  not  in  a  position  to  do  It,  lacking  banking  facilities  at 
that  time,  but  that  X  would  help  out  in  any  other  way  that  X  oouldj 

At  one  of  the  directors  meetings 
Mr.  Reid  said  he  would  buy  the  stock  offered  by  Mr.  Maok  and  I 
agreed  to  give  the  company  seven  hundred  and  fifty  shares  of  my 
common  stock  to  enable  it  to  sell  preferred  stock  then  in  the 
treasury  and  so  get  the  benifit  of  the  cash,  my  offer  was  accepted 
and  I  was  told  the  directors  were  pleased  with  my  action. 

Almost  iinmedlatlly  after  my 
stock  was  given  up  a  proposition  was  made  that  I  givr  my  services 
without  salary,  whioh  I  was  not  in  a  position  where  I  oould  afford 
to  do  it,  after  consultation  with  Mr.  Edison  I  deoided  to  reduce  it 
to  two  hundred  and  fifty  dollars  per  month  from  Jany.  1st.  1903. 

Prom  the  time  of  the  fire 

on  March  2nd.  I  have  had  a  very  great  deal  of  added  responsibility 
and  have  worked  day  and  night,  and  in  view  of  my  handling  of  the 
death  and  acoidant  oases,  whioh  has  undoubtedly  saved  the  company 
a  very  considerable  amount  of  money  (all  cases  are  settled  except 


The  Edison  Portland  Cement  Co. 


OENERAL  OPFICE 
(UILDINO,  PHILADELPHIA,  PA. 


ORANGE  TELEPHONE,  “311  ORANGE.” 


Edison  Laboratory,  Orange,  N.  J., 

W.  H.  S.  8. 

one,  on  which  we  ere  now  having  negotiations)  I  feel  that  from 
Mar oh  1st.  1903.  I  am  fully  entitled  to  my  old  sea  ary  of  four 
hundred  and  sixteen  7. 6/100  per  month. 

In  view  of  the  present  condition 

of  affairs  I  am  perfectly  will inn  to  continue  to  draw  salary  at  the 
rate  of  two  hundred  and  fifty  dollars  per  month,  and  have  the  balance 
credited  and  paid  nt  the  same  time  the  other  directors  receive 
payment  of  the  amounts  they  have  already  advenoed  the  company. 

I  shall  ask  you  to  brine  this 


matter  up  for  a  decision  at  your  earliest  convenience. 


[ATTACHMENT! 


[ATTACHMENT] 


The  Edison  Portland  Cement  Co, 


aiRARD  UU1LDINO,  PHILADELPHIA,  p A 


ORANGE  TELEPHONE,  “311  ORANGE.'1 


Edison  Laboratory,  Orange,  N.  J-,6_I6  03 


Mr.  W.  H.  Shelmerdine  President,: 

Philadelphia,  Pa. 

My  dear  Sir: 

On  my  return  here  I  find  yours  Ilth.  and 
I  have  carefully  noted  the  contents,  and  judge  you  think  the 
present  is  not  an  opportune  time  to  bring  up  the  matter  of  salary, 
so  will  aek  you  to  hold  the  letter  until  after  our  plant  has  been 
in  operation  and  we  can  show  what  oan  be  done  in  producing 
cement  ohoaply, 

Your b  very  truly. 


V.  P. 


THIS  AGREEMENT,  wade  this 

day  of 1904,  between  thd^/undfe^Bigned, 
hereinafter  calledrytho  "Subscribers" ,  and  The  Edition  Portland 
Cement  Company,  hereinafter  called  the  "Cement  Compan; 
Witnoosoth:-- 


WHEREAS,  the  said  subscribers,  who  tire  Directors 
of  the  said  Cement  Company,  have,  from  time  to  time,  loaned 
to  the  said  Cement  Company  various  sums  of  money;  and  have 
rocoivod  the  noteo  or  other  obligations  of  the  said  Cement 
Company  evidencing  said  loans;  arid : - 


WHEREAS,  the  said  Cement  Company  is  about  to  issue 
its  bonds  in  tlio  sum  of  One  Million  five  hundred  thousand 
Dollars  ($1,000,000.),  with  interest  at  Six  nor  oent  per 
annum,  secured  by  a  mortgage  upon  all  of  its  property,  real 
and  personal,  and : - 

WHEREAS,  the  subscribers  are  willing  to  receive 
part  of  the  said  issue  of  .bonds  in  payment  and  discharge  of 
their  Goveral  claims  against  the  said  Cement  Company,  and  hav 
agreed  with  the  said  Cement  Company  to  accept  sAid  bonds, 
upon  tha  basis  of  Ninety  per  cent  of  the  par  of  said  bonds, 
with  accrued  interest,  andi- 


WHBREAS,  tho  said  Cement  Company  lias  agreed  to  sell 

[he  said  bonds  to  the  said  subscribers  on  the  basis  of  ninety 
er  cent  of  the  par  thereof,  with  accrued  interest;  and  to 
•eoeive  in  exchange  therefor,  in  lieu  of  cash,  the  notes  and 

it-hor  obligations  of  the  said  Cement  Company,  held,  by  the  _ 

baid  subscribers  in  tho  amounts  set  opposite  their  respective] 
names  hereto 


NOW  THIS  AGHEMOSMT  yflSHESSETH,  That,  in  considera¬ 
tion  of  Mutual  advantages,  of  the  sum  of  One  hollar  in  hand 
paid  to  each  of  the  parties  hereto  by  the  other;  and  of  other 
good  and  sufficient  considerations,  the  receipt  of  which  are 
hereby  acknowledged,  the  said  subscribers  hereby  agree  to 
and  with  the  said  Cement  Company,  and  with  each  other,  that 
they  will  purchase  from  the  said  Cement  Company,  bonds  to  be 
issued  by  the  said  Cement  Company  i\b  aforesaid,  on  the  basis 
of  .ninety  per  cent,  and  accrued  intorost;  to  bo  paid  for  in 
the  notes  or  obligations  of  the  said  Cement  Company,  to  the 
amount  set  opposite  their  respective  names  hereto. 

Ai-rD  the  nald  Cement  Company  hereby  agrees  that  it 
will  sell  and  deliver  to  the  3uid  subscribers  when  issued, 
the  said  bonds,  on  the  basis  of  Ninety  per  cent  and  accrued 
interest,  and  vrtll  receive  in  payment  therefor  the  notes  or 
other  obligations  of  the  aa.ld  Cement  Company,  hold  by  the 
said  subscribers,  to  the  amount  set  opposite  their  respective 
names  hereto. 

THIS  agreement  is  not  to  be  binding  unless  Bigned 
by  all  the  directors  of  the  said  Cement  Company  who  are  the 
holders  of  the  notes  or  other  obligations  of  the  said  Cement 
Company;  nor  unless  the  said  bonds  shall  be  delivered  to  the 
subscribers  within y^k.  from  the  First  day 

of  February,  1904. 

TI35  signature  of  this  agreement ,  or  of  any  counter¬ 
part  thereof,  by  one  or  more  of  the  parties  thereto,  shall 
have  the  same  binding  foroe  and  effect  upon  the  parties  there¬ 
to,  their  survivors,  successors,  heirs,  legal  representative! 


mJ&L 


\ 


AN  AGREEMENT ,  made  this  J  day  of  October, 

A.D. ,  1905,  by  and  between  THOMAS  A.  EDISON,  party  of 
the  first  part,  and  THE  COMMONWEALTH  TITLE  INSURANCE 
&  TRUST  COMP  ANT,  a  corporation  organized  and  carrying 
on  business  under  the  laws  of  the  State  of  Pennsylvania, 
(hereinafter  called  the  "Trustee") ,  party  of  the  second 
part: 

ViKEHEAS,  the  3aid  Thomas  A.  Edison  is  the  owner 
of  20,000  full  paid  shares  of  the  Common  Stock  of  The 
Edison  Portland  Cement  Company,  a  corporation  organized 
and  carrying  on  business  under  the  laws  of  the  State  of 
New  Jersey,  of  the  par  value  of  Pifty  Dollars  ($50.) 
each;  and 

WHEREAS,  the  said  Thomas  A.  Edison  is  desirous 
of  providing  said  Company  with  funds  to  be  used  by  it 
as  working  capital  in  carrying  on  its  business  and  there¬ 
by  enhancing  in  value  the  other  shares  held  by  him;  ’’ 

NOW,  THEREFORE,  in  consideration  of  the  premises 
and  of  the  sum  of  One  Dollar  in  hand  paid  by  the  Trustee, 
to  the  said  Thomas  A.  Edison  the  receipt  of  which  is  here¬ 
by  acknowledged,  it  is  hereby  agreed  by  and  between 
the  parties  hereto  as  follows: 

The  said  Thomas  A.  Edison  does  hereby, sell,  assign, 
transfer  and  set  over  unto  the  Trustee  20,000  full  paid 
shares  of  the  common  stock  of  The  Edison  Portland  Cement 
Company  to  be  assigned  and  transferred  by  the  Trustee, 


to  such  i^erson  or  persons,  and  on  such  terms  and  condi¬ 
tions,  and  in  such  amounts  and  proportions  as  the  board 
of  directors  of  the  said  Company,  shall  from  time  to 
time,  by  resolution,  order  and  di rect,  and  the  certificate 
of  the  Secretary  of  the  said  Company,  under  the  seal  of 
said  Company,  shall  be  sufficient  evidence  to  the  said 
Trustee  of  the  passage  of  said  resolutions,  and  authority 
to  said  Trustee  to  assign  and  transfer  the  said  stock 
as  directed  in  said  resolutions. 

The  Trustee  hereby  accepts  the  trust  hereby 
created.  It  is  understood  and  agreed  between  the  parties 
hereto  that  the  said  stock  so  standing  in  the  name  of 
the  Trustee  on  the  books  of  the  Company,  shall  not  be 
voted  at  any  meeting  of  the  stockholders  of  the  said  com¬ 
pany,  but  this  prohibition  does  not  apply  to  any  subse¬ 
quent  bona-fide  owner  of  said  stock,  or  any  portion 
thereof,  received  from  said  Trustee  by  assignment  and 
transfer,  as  above  provided. 

In  case  any  dividends  are  or  may  be  paid  to  the 
Trustee  by  the  said  Company  on  the  shares  held  by  it  as 
evidenced  by  the  books  of  the  Company,  and  in  accordance 
with  the  provisions  of  this  agreement,  the  said  Trustee 
will  turn  over  the  same  to  the  treasurer  of  the  said 
Company,  for  the  sole  and  exclusive  use  and  benefit  of 
the  said  Company. 

This  agreement  shall  remain  in  force  until  all 
of  the  said  20,000  shares  of  stock  shall  have  been  as¬ 
signed  and  transferred,  as  aforesaid,  by  the  said  Trustee, 

-2- 


as  directed  by  resolutions  of  the  board  of  directors 
of  the  said,  The  Edison  Portland  Cement  Company,  aB 
aforesaid,  and  thereupon,  the  trust  hereby  created  shall 
cease  and  determine. 


WITNESS  the  hands  and  seals  of  the  parties  hereto 
the  day  and  year  first  above  written. 


MEMORANDUM  OS’  AGREEMENT  made  this  15th  day  of 
May,  1906,  between  THE  ED J SOU  PORTLAND  CEMENT  COMPANY, 
a  corporation  organized  under  the  laws  of  the  State  of 
New  Jersey,  and  THOMAS  A.  EDISON,  of  Llewellyn  Parle, 
Orange,  New  Jersey: 

WI  TNESSETH: 

WHEREAS,  the  Company  has  this  day  taken  over 
the  selling  of  its  cement,  which  has  heretofore  been  han¬ 
dled  by  Messrs.  Pilling  and  crane  of  Philadelphia,  and 
in  order  that  this  may  be  effectively  done,  it  is  impor¬ 
tant  that  proper  bank  credit  be  obtained  to  permit  money 
in  sufficient  amounts  to  be  borrowed  from  time  to  time 
to  meet  necessary  expenses,  disbursements,  and  other 
financial  obligations;  -ard 

WHEREAS,  the  said  Edison  is  willing  to  finance 
the  Company  to  the  extent  of  endorsing  the  Company's  • 
notes  as  the  same  may  become  necessary  tip  to  such  amounts 
as  in  his  opinion  shall  seem  reasonable . 

NOW, THEREFORE,  THE  PARTIES  HAVE  AGREED  AS  FOLLOWS: 

First:-  The  said  Edison  agrees  to  act  as  endorser 
for  the  Company  of  such  of  the  Company's  notes  as  may  be 
necessary  to  make  from  time  to  time,  in  order  to  pay  the 
running  and  selling  expenses  of  the  Company  and  its  other 
financial  obligati  ons,  but  said  Edison  reserves  at  all  ' 
times  the  absolute  right  to  refuse  to  endorse  such  paper, 
:i.f,in  his  judgment., his  own  interests  require  it: 


II 


-v 


Second.:-  T-ig  Coup  ary  agrees  whenever  requested 
to  do  so  by  said  Edison,  to  assign  absolutely  to  said 
Edison,  accounts  receivable  by  the  Company  to  an  auount 
representing  at  least  110  per  cent  of  the  amount  of  its 
unpaid  notS3  endorsed  by  said  Edison,  as  herein  provided. 
The  Coupary  also  agrees  in  the  case  of  the  assignment  to 
said  Edison  of  accounts  receivable,  to  immediately  notify 
its  customers  responsible  for  said  accounts  that  the  same 
have  been  assigned  to  said  Edison,  in  order  that  the  same 
may  be  directly  collected  by  said  Edison, and  the  said 
Edison  thereupon  agrees  to  collect  such  accounts  ana  with 
the  money  so  collected  to  assume  and  pay  off  said  notes  as 
the  same  mature.  After  the  payment  of  said  notes,  the 
said  Edison  agrees  to  return  to  the  company  any  surplus 
remaining  in  his  possession  from  the  collection  of  said 
assigned  accounts: 

Third:  Jn  the  event  that  the  accounts  receivable 
by  the  Company  amount  to  less  than  110  per  cent  of  its 
notes  endorsed  by  said  Edison,  then  the  said  Edison  may 
demand  that  the  Company  assign  to  him,  and  the  Company 
agrees  to  assign  to  said  Edison,  a  sufficient  amount  of 
cement  on  hand  at  Lhe  current'  market  price  to  etiual  the 
deficiency,  and  the  said  cement  so  sold  and  assigned  to 
said  Edison  shall  be  sold  for  his  account,  and  the  money 
turned  over  to  him  for  the  payment  of  said  notes,  which 
he  agrees  to  assume  and  pay  off  as  the  same  may  mature: 

Fourth: -  The  Compary  agrees  that  as  to  ary  of  its 
notes  that  the  said  Edison  may  endorse,  it  will  set  aside' 
from  its  collections  at  least  three  weeks  before  the  ma¬ 
turity  of  each  of  said  notes,  sufficient  monetf  W pay 'the 

-  U  >  ..<•  A.  •  -*  ••••'•— 

same,  the  money  so  set  aside  to  be  deposited  in  the  bank 
at  which  the  corresponding  note  is  payable:'- 


Eifth:  In  order  that  said  Edison  may  he  additionally 
protected  as  the  endorser  of  the  Company's  notes  and  he  ful¬ 
ly  advised  at  all  times  of  the  Company's  financial  condition 
the  Company  agrees  that  during  the  continuance  of  this  agree 
ment,  it  will  not  borrow  the  money  on,  or  otherwise  negoti¬ 
ate,  its  notes  without  the  consent  of  said  Edison,  except 
renewals  of  notes  outstanding  at  the  date  of  this  agreement. 

Sixth:  This  present  agreement  shall  continue  at 
the  option  of  the  parties  hereto  and  may  he  terminated  hy 
either  part  on  written  notice.  It  is,  however,  mutually 
understood  and  agreed  hy  and  between  the  parties  that  the 
agreement  shall  not  he  terminated  hy  the  Company  without 
fully  and  completely  protecting  the  said  Edison  as  endorser 
of  said  notes  hy  assignment  of  accounts  receivahle  or  cement 
in  stock,  or  hoth,  to  him,  as  above  provided: 

Seventh :  It  is  understood  and  agreed  that  this 
agreement  relates  only  to  notes  of  the  Company  to  he  en¬ 
dorsed  hy  Edison  for  its  accommodation,  and  that  the  notes 
of  the  Company  given  to  Edison  prior  to  May  16,  1906,  for 
moneys  loaned  to  it  hy  him,  and  any  renewals  thereof,  are 
not  covered  hy  or  to  he  included  within  its  terms. 

IH  WITNESS  V/HEKEOE ,  the  parties  hereto  have  executed 
this  agreement  in  duplicate  the  day  and  year  first  above 
written. 


V 


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Vv\ 


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MEMORANDUM  OF  AGREEMENT  made  this  1^  day  of  TWv&v. 

1707 

J&0C,  between  THOMAS  A.  EDISON  of  Llewellyn  Park,  Orange, 

ITew  Jersey,  of  the  first  part,  and  THE  EDISON  PORTLAND 
CEMENT  COMPANY,  a  New  Jersey  corporation  of  Stewartsville , 
New  Jersey,  of  the  second  part: 

WHEREAS,  said  Edison  has  made  certain  inventions 
relating  generally  to  the  art  of  separating  solid  matter: 
from  gaseous  currents,  which  inventions  are  capable  of  use 
in  connection  with,  and  as  an  adjunct  to,  a  rotary  cement 
kiln,  and  also  in  connection  with,  and  as  an  adjunct  to, 
blast  furnaces,  and  in  connection  with  the  fine  grinding 
of  coal,  and  in  other  industrial  arts;  and 

TOEHEAS,  the  said  Edison  has  filed  applications 
for  Letters  Patent  of  the  United  States  on  said  inventions 
as  follows:  - 


Cement  Burning  Apparatus,  filed  October 
24,  1906,  Serial  No.  340,299, 

Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906,  Serial  No. 

345,041, 

Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906,  Serial  No. 

345,042, 

Cement  Burning  Apparatus,  filed  November 

26,  1906,  Serial  No.  345,043, 

Blast  Furnaces,  filed  November  26,  1906, 

Serial  No.  345,044, 

Apparatus  for  Grinding  Coal,  filed  November 

27,  1906,  Serial  No.  345,329. 

AND  WHEREAS,  the  said  Edison  is  now  conducting 
experiments  for  the  purpose  of  demonstrating  the  practical 


(2> 


efficiency  Qf  the  said,  inventions  as  applied  to  the  cement 
kiln,  and  contemplates  making  future  elaborate  experiments 
to  demonstrate  the  commercial  practicability  Of  the  inven¬ 
tions  as  applied  to  blast  furnaces,  and  other  industrial 
apparatus;  and 

■WHEREAS,  the  said  Company  is  desirous  of  acquiring 
and  the  said  Edison  is  willing  to  sell,  certain  rights  in 
and  to  the  said  inventions  in  this  country,  and  in  and  to 
the  Letters  Patent  to  be  granted  therefdr  in  this  country; 

HOW,  THEREPOBE,  for  and  in  consideration  of  the 
premises  and  of  one  dollar  in  hand  paid  by  each  party  to 
the  other,  receipt  of  which  is  hereby  acknowledged,  the 
parties  have  agreed  as  follows: 

(1)  Said  Edison  agrees  to  carry  on  the  experi¬ 
ments  which  he  is  now  making  to  demonstrate  the  commercial 
practicability  of  the  inventions  as  applied  to  cement  kilns 
at  his  own  expense,  and  further  agrees  as  soon  as  his  en¬ 
gagements  will  permit,  to  carry  on  further  experiments  at 
his  own  expense  to  demonstrate  the  commercial  practicabili¬ 
ty  of  the  inventions  in  connection  with,  or  as  an  adjunct 
to,  other  forms  of  industrial  apparatus,  such  as  blast 
furnaces,  coal  grinding  apparatus,  etc. 

(2)  The  said  Edison  agrees  to  execute  a  proper 
assignment  vesting  in  the  Company,  its  successors  and  as¬ 
signs,  the  entire  right,  title  and  interest  in  and  to  the 
said  inventions  for  the  Uiiited  States,  as  described  in 
said  applications  above  identified,  in  connection  v/ith  any 
art  with  which  said  inventions  may  be  used,  together  with 


any  Letters  Patent  of  the  United  States  to  he  granted 
therefor,  including  the  applications  above  identified. 

The  said  assignment,  however,  is  to  be  made  and  executed 
onljr  upon  the  notification  by  said  Edison  to  the  Company 
of  the  successful  termination  of  his  experiments  and  the 
issue  to  him  of  the  capital  stock  in  consideration  there¬ 
for,  as  hereinafter  provided; 

(3)  The  sale  of  the  Inventions  herein  contemplated 
shall,  if  made,  as  applied  to  the  cement  industry,  be.  ab¬ 
solute,  and  any  patents  granted  thereon,  so  far  as  they 
shall  relate  to  the  cement  industry,  or  be  used  in  connec¬ 
tion  therewith,  shall  be  the  sole  and  absolute  property 

of  the  company,  its  successors  or  assigns.  If,  however, 
rights  in  the  inventions  and  under  any  patents  granted 
therefor  in  connection  with  any  other  industrial  arts  than 
the  cement  business,  shall  be  granted  by  the  company, 
whether  by  the  sale  of  said  patents,  the  granting  of  terri¬ 
torial  or  other  licenses  thereunder,  or  agreements  for  the 
payment  of  royalty,  then,  in  that  event,  any  consideration 
that  shall  be  received  for  such  rights  in  cash  or  stock 
or  otherwise,  shall  be  divided  between  the  said  company 
and  said  Edison  in  the  proportion  of  90  per  cent  to  said 
Edison  and  10  per  cent  to  said  Company; 

(4)  The  Board  of  Directors  of  the  company  have 
adjudged  and  declared  that  if  the  experiments  which  the 
said  Edison  is  now  conducting  are  successful,  a  fair  value 
of  the  rights  herein  contemplated  is  Two  Million  Dollars 
($2,000,000.),  and  they  believe  that  the  acquisition  of 
said  rights  is  necessary  for  the  business  of  the  Company, 
and  to  carry  out  its  contemplated  objects,  contingent 
however,  upon  the  success  of  said  experiments.  The  company 
therefore  agrees  in  consideration  of  the  sale  to  it  of  the 


-3- 


I 


rights  herein  contemplated,  and  upon  the  execution  and 
delivery  of  a  formal  assignment  thereof,  and  upon  receipt 
of  notice  from  said  Edison  that  his  said  experiments  have 
terminated  successfully,  to  issue  to  said  Edison,  or  to 
such  nominees  as  he  may  in  writing  hereafter  direct, 
certificates  of  common  stock  of  the  company  to  the  aggre¬ 
gate  amount  of  Two  Million  Dollars  ($2,000,000.),  and  the 
shares  of  stock  to  he  so  issued  shall  he  deemed  to  he,  and 
are  hereby  deolared  to  be  full  paid  shares  and  not  liable 
to  any  further  call,  and  the  holders  of  such  stock  shall 
not  he  liable  to  any  further  payment  thereon. 

(5)  It  is  agreed  by  and  betv/een  the  parties 
hereto  that  insofar  as  the  rights  herein  contemplated 
shall  involve  the  company  in  litigation  for  infringement 
of  patents,  or  shall  require  the  bringing  of  suits  for  in¬ 
fringement  of  its  ov/n  patents  as  the  same  shall  relate  to 
the  cement  industry,  the  arrangement  now  in  force  between 
the  parties  for  the  joint  handling  of  said  suits  and  pay¬ 
ment  therefor,  shall  be  in  no  wise  changed  or  modified. 

If,  however,  the  company  grants  any  rights  to  others  to 
use  the  said  inventions  in  other  arts  than  the  cement  bus¬ 
iness,  and  its  licensees,  or  other  representatives,  are 
sued  for  infringement  by  such  use,  or  if  the  company  when 
requested  to  do  so  by  said  Edison  finds  it  necessary  to 
bring  suits  in  its  dwn  name  against  infringers  of  its 
patents  in  other  fields  than  the  cement  industry,  then  in 
that  event,  the  expense  involved  in  such  litigations  shall 
be  jointly  borne  by  the  parties  hereto  in  the  proportion 
of  their  respective  rights  hereunder,  namely  -  90  per  cent 
by  the  said  Edison  and  10  per  cent  by  the  said  company. 


1 


(6)  The  said  Edison  hereby  covenants  and 
agrees  with  the  company  upon  the  request  and  at  the  cost 
of  the  company  to  execute  and  do  all  such  further  assurances 
and  things  as  shall  reasonably  be  required  by  the  company 
for  vesting  in  it  the  property  and  rights  agreed  to  be 
hereby  sola,  in  giving  to  it  the  full  benefit  of  this  agree¬ 
ment. 


(7)  It  is  understood  by  the  parties  hereto 
that  this  agreement  shall  not  in  any  way  affect  the  exist¬ 
ing  contracts  between  the  parties  for  the  payment  of  royal¬ 
ties  to  said  Edison  by  the  company  for  the  use  of  machinery 
embodying  his  inventions. 


IH  WITHERS  WHEREOF ,  the  parties  have  executed 
this  agreement  in  duplicate  the  day  and  year  first  above 
v/ritten. 


^%LaJL L 


The  Edison  Portland  Cement  Co. 


■ 


-5- 


ARTICLES  OF  AGREEMENT 


ASSOCIATION  OF  LICENSED  CEMENT  MANUFACTURERS. 


AGREEMENT,  mndo  this  30th  Ray  o£  December,  1007,  by  anil  botwoou  the  .North 
American  Portland  Cement  Company,  a  Now  Jersey  corporation ,  hereinafter  called  fclio  North 
American  Company,  tlio  Atlas  Portland  Cement  Company,  a  Pennsylvania  Corporation,  lieroin- 
aftor  called  tlio  Atlas  Company,  tlio  Leiiioii  Portland  Cement  Company,  a  Pennsylvania  corpora¬ 
tion,  lioroiunfter  called  tlio  Lohigli  Company,  the  Alpha  Portland  Cement  Company,  a  New  Jorsoy 
corporation,  hereinafter  called  tlio  Alpha  Company,  Iho  American  Cement  Company,  a  New  Jorsoy 
corporation,  hereinafter  called  the  American  Company,  the  Vulcanite  Portland  Cement  Company, 
a  Now  Jorsoy  corporation,  hereinafter  called  tlio  Vulcanite  Company,  tlio  Lawrence  Cement  Com¬ 
pany  op  Pennsylvania,  a  Pennsylvania  corporation,  hereinafter  called  the  Lnwronco  Company,  the 
Dexter  Portland  Cement  Company,  a  Pennsylvania  corporation,  hereinafter  called  the  Dexter 
Company,  the  Pennsylvania  Cement  Company,  a  Pennsylvania  corporation,  hereinafter  called  the 
Pennsylvania  Company,  the  Buckhorn  Portland  Cement  Company,  a  Now  Jorsoy  corporation, 
hereinafter  called  tlio  Buckhorn  Company,  tlio  Penn-Allen  Portland  Cement  Company,  a  Penn¬ 
sylvania  corporation,  hereinafter  called  tlio  Penn-Allou  Company,  tlio  Nazareth  Cement  Company, 
a  Pennsylvania  corporation,  hereinafter  called  the  Na'zaroth  Company,  the  Catskill  Cement  Com¬ 
pany,  a  New  Jorsoy  corporation,  horoinaftor  called  tho  Catskill  Company ;  and  such  other  com¬ 
panies  as  may  now  or  hereafter  sign  this  agreement  and  become  parties  hereto,  ns  hereinafter 
provided. 

Whereas,  tho  parties  lioreto  are  actively  ougngod  in  tlio  manufacture  and  sale  of  Portland 
commit,  mid  are  desirous  of  forming  an  association  for  tho  purpose  of  discussing  tho  various  ques¬ 
tions  of  interest  to  tho  industry  arising  from  tiino  to  time ;  of  exchanging  views  ns  to  the  best  meth¬ 
ods  of  manufacturing  and  of  extending  and  developing  tlio  business ;  of  investigating  and  assisting 
in  the  improvement  of  methods  and  devices  for  tho  manufacture  and  handling  of  Portland  cement 
by  its  members;  of  establishing  an  association  laboratory  if  thought  best,  which  is  to  bo  so 
equipped  that  tests  can  bo  mado  on  mechanical,  chemical  and  technical  matters  for  tho  association, 
or  special  tests  may  bo  made  for  any  mombor  of  tho  association  by  arrangement  with  the  Board  of 
Managers;  of  protecting  its  members,  so  far  as  may  seem  best,  from  attack  under  patents  or  se¬ 
curing  to  them  protection  thereunder;  of  establishing  publicity,  traffic,  mochauical  and  other  de¬ 
partments  and  appointing  committees  for  tho  above  purposes,  and  also  of  doing  all  things  inciden¬ 
tal  and  conducive  to  tho  attainment  of  tho  above  and  similar  objects ;  and 


Whereas,  tho  North  American  Company  controls  letters  patent  of  tho  United  States  No. 
015  031  dated  March  Gth,  1900,  granted  to  tho  Atlas  Company,  ussignoo  of  Edward  H.  Hurry  and 
Harry  j  Seaman,  and  Nos.  091,336  and  691,337,  dated  January  14,  1U02,  granted  to  tlio  Atlas  Com¬ 
pany,  assignee  of  Holla  O.  Carpenter,  and  has  tho  exclusive  right  to  grant  sub-licenses  thereunder, 
and  may  acquire  tho  right  to  grant  licenses  under  other  patonts ; 

Now,  THEREFORE,  in  consideration  of  tho  mutual  promises  and  undertakings  herein  sot  forth, 
and  of  the  grant  by  the  North  American  Company  of  a  license  under  said  letters  patent  No.  045,- 
031  091  336  and  091,337,  or  under  otlior  lottors  patent  controlled  by  it,  to  each  of  tho  signature, 
hereto,  and  tlio  sum  of  One  Dollar  each  to  tho  other  paid,  tho  receipt  whereof  is  hereby  acknowl- 

odged.’it  is  agreed  ns  follows : 

First.  That  tho  parties  lieroto,  including  all  parties  who  may  hereafter  become  parties 
lioreto  do  hereby  and  under  this  agreement  nssocinto  themselves  togetlior  on  the  terms  and  con¬ 
ditions  hereinafter  sot  forth  ns  the  “  Association  of  Licensed  Cement  Manufacturers.’ 


Second.  Each  of  tho  parties  hereto  shall  annually  appoint,  from 
(1)  person  who  shall  bo  its  representative  in  said  Association,  and  who 
period  of  (1)  year,  or  until  his  successor  is  appointed. 


its  executive  officers,  one 
slinli  hold  office  for  the 


Written  notice  shell  he  filed  with  the  Secretary  of  the  Association  by  eaoh  member,  of  tile 
appointment  of  its  representative,  ivlio  shall  not  bo  authorized  to  act  as  such  representative  until 
such  notieo  is  filod  and  who  shall  remain  such  representative  until  notice  appointing  a  new  reore- 
sontativij  shall  be  filed  by  such  member.  ° 

Said  Association  shall  hold  its  first  meeting  at  Boom  13-14,  No.  30  Broad  Street,  in  the  City 
and  Statu  of  New  York,  on  the  9th  day  of  January,  1908,  and  the  term  of  olHce  of  the  first  represents- 
tivos  of  the  members  of  said  Association  shall  commence  from  said  date  ;  and  oacli  and  any  of  the 
members  now  or  lioronftbr  parties  hereto  shall  fill  any  vacancy  arising  from  the  death  or  resignation 
of  its  representative  in  said  Association  or  otherwise  ;  eaoh  member’s  representative  may  appear 
and  voto  in  person,  or  such  member  may  appear  and  vote  by  prosy  who  shall  be  an  executive 
officer  of  said  member,  appointed  by  ,  written  proxy  duly  executed  by  suoli  member, 
and  the  veto  of  Such  representative  or  proxy  •  shall  be  binding  upon  the  party 
ho  represents.  Meetings  of  said  Association  shall  bo  hold  on  the  jxxxmd  Mondays  preceding 
the  second  Tuesdays  in  the  months  of  March,  June,  September  and  December,  and  the  hour  and 
place  of  each  meeting  shall  be  fixed  by  the  Board  of  Managers  as  hereinafter  stated.  Spocial 
meotings  may  be  called  ns  provided  in  the  By-Laws  adopted  by  the  Board  of  Managers. 

'I'liniD.  At  all  meetings  of  the  Association  each  member  thereof  shall  be  entitled  to  one 
vole  j  and  a  majority  of  nil  members  in  good  stauding  shall  constitute  a  quorum. 

Fouimr.  The  management  and  oontrol  of  all  affairs  and  property  of  the  Association'  is 
hereby  vested  in  a  Board  of  Managers  having  fourteen  (14)  members  who  shall  be  selected  as 
follows  at  the  meeting  of  the  Association  to  be  held  on  January  9th,  1908,  and  thereafter  at  the 
regular  Murob  meeting  hold  in  eaoh  year. 

The  North  American  Company  shall  bo  entitled  to  appoint  one  member  of  said  Board  of 
Managers  j  and  each  of  the  following  companies  shall  bo  entitled  to  appoint  one  member  of  said 
board,  to  wit  :  The  Atlas  Company,  Lehigh  Company,  Alpha  Company,  American. Company,  Vul¬ 
canite  Company  and  the  Lawrence  Company  ;  such  appointments  in  each  instance  to  be  made  in 
writing  under  the  soul  of  the  company  malting  tho  samo,  and  to  be  filed  with  the  Secretary  of  the 
Association.  In  case  any  one  or  more  Of  the  six  companies  lust  above  mentioned  shall  cease  to 
be  a  member  of  the  Association,  the  number  of  managers  to  be  appointed  by  the  North  American 
Company  shall  opriespoiidingly  be.  iupreasod  .:  nnd  .in.  case  the  North  .American  ..Company  shall 
cease  to  bo  a  member  of  tho  "Association,  the  number  of  managers  it  is 
entitled  to  appoint  shall  he  appointed  by  a  majority  of  the  six  companies  above 
specifically  mentioned  then  in  good  standing  ns  members  hereof.  Tho  other  seven  members  of 
the  Board  of  Managers  shall  ho  elected  by  the  other  members  of  this  Association  in  good  standing 
by  a  majority  of  their  votes,  to  ho  oiiBt  in  writing  at  tho  animal  meeting.  The  members  of  the 
Beard  of  Managers  shall  hold  office  for  one  your  or  until  their  successors  shnll  be  appointed  or 
elected  os  above  provided. 

Nino  members  of  said  Board  shall  constitute  a  quorum.  The  Board  is  hereby  authorized 
by  the  affirmative  vote  of  a  majority  of  its  members  to  appoint  committees,  establish  necessary 
departments,  contiol  mid  manage  the  affairs  and  property  of  the  Association,  and  do  whutever  in 
its  judgment  may  bo  necessary  to  generally  carry  out  the  purposes  of  the  Association. 

Ill  case  of  tho  resignation,  deutli  or  mobility  to  act  of  any  one  of  the  managers  '  who  was 

appointed  as  above  provided,  the  company  appointing  such  manager  shall  ho  entitled  to  fill  his 
place  for  the  remainder  of  his  term  by  filing  with  tho  Secretary  of  tho  Association  the  written 
appointment  of.  a  now  manager,  and  in  the  case  of  similar  vacancy  caused  by  the  resignation,  death 
anv  manager  who  was  elected  as  above  profiled,  snob  vacancy  shall  be 
m  by  tho  majority  vote  of  the  remaining  managers  representing 


>r  inability  to  a- 

filled  for  the  remainder  of  his  tc 
tho  members  entitled  to  elect  the  manager  whoso  vacancy  is  to  be  filled. 


Burn.  The  Board  shall  elect  from  its  members  the  following  officers  of  the  Association  and 
fax-then-  compensation,  if- any-:  a  president, :yice-president,  secretary  and  treasurer,  and  it  may 
provide  for  the  appointment  or  election  of  such  other  officers  us  it  may  from 
time  to  time  designate.  One  person  may  ■’  "•  -  J  ' 

and  treasurer.  Said  Association  shall  have  “ 

of  New  York, 


.  ..  ,  '  tllu  City  of  New  York,  State 

;  such  other  placo  as  the  Board,  may  from  time  to  time  designate  and 
shall  hold  its  regain^  meetings  at  such  office,  or  at  such  other  place  as  shall  be  previously  desig- 
l.nll  I™  ....  „n:  wo  to  of  a  majority  thereof, 

■B  conferred  upon  it. 


d  by  Baid  Board.  The  Board  of  Managers  shall,  by  in  _ _ 

make  such  by-laws  as  shall  be  deemed  necessary  to  carry  out  the  powe 


Sixtu.  The  said  Board  is  authorized  und  hereby  empowered  to  employ,  if  desirable,  a  gen¬ 
eral  manager  and  any  other  assistants  to  carry  on  the  work  entrusted  to  it  and  perform  its  obligations 


hereunder,  and  may  requiro  from  its  officers,  tlioir  assistants  and  agents,  sufficient  and  proper 
security  for  the  performance  of  the  duties  to  be  severally  performed  by  them, 

Seventh.  The  said  Board  is  authorized  and  hereby  empowered  to  expend  during  the  life  of 
this  agreement  suoli  sums  not  to  exceed  Fifty  Thousand  Dollars  ($50,000)  per  calendar  year  as  may 
be  needed  to  oarry  out  the  work  entrusted  to  it,  and  to  cover  the  necessary  expenses  of  tho  Asso¬ 
ciation,  the  said  Board,  and  the  various  other  committees  and  departments  whioh  muy  be  appointed, 
or  established  as  aforesaid.  All  expenditures  of  funds  for  any  purpose  are  to  be  made  under  the 
order  of  the  said  Board. 

Said  fund  for  the  purposes  of  tho  Association  as  aforesaid  shall  be  provided  as  follows : 
first,' by  a  subscription  from  the  North  American  Company,  which  shall  be  equivalent  to  twenty  (20) 
per  ooiit.  of  the  amount  required.  Second,  by  dues  from  the  members  of  the  Association,  which  shall 
be  equivalent  to  eighty  (80)  per  cent,  of  the  amount  required  and  which  shall  be  determined  by  tho 
said  Board  and  charged  pro  rata  against  units  of  fifty  thousand  (50,000)  barrels  of  output  of  Port¬ 
land  cement  of  all  the  members  hereof,  including  the  Atlas,  Lehigh,  Alpha,  American,  Yulcauiteand 
Lawrence  Cement  Companies.  In  ense  the  North  American  Company  hereafter  enguges  in  the  manu¬ 
facture  aud  sale  of  Portlaud  cement,  its  subscription  shall  be  reduced  to  ten  per  cent.  (10%)  aud 
tho  dues  from  the  members  of  the  Association  shall  be  increased  to  ninety  (90)  per  cent. ;  but  the 
North  American  Company  shall  in  that  case  also  pay  its  proportion  of  said  dues  according  to 
its  pro  rata  of  output. 

Assessments  for  subscription  and  dues  may,  commencing  on  or  after  April  1st,  1908,  be 
voted  and  levied  by  tho  Board  of  Managers  either  quarterly  or  at  less  frequent  intervals  (the 
total  assessment  for  any  calendar  year,  however,  not  to  exceed  Fifty  Thousand  Dollars),  and 
shall  be  payable  by  each  member  within  thirty  (30)  days  after  written  notioe  from  the  Board, 
The  apportionment  of  each  assessment  shall  be  based  upon  tho  production  of  Portland  cement  by 
euch  member  during  the  twelve  mouths  immediately  preceding  the  date  of  such  assessment,  as 
sot  forth  in  written  reports  to  be  filed  by  onoli  member  as  hereinafter  provided,  commencing  from 
December  1st,  1907,  or  as  otherwise  ascertained ;  and  in  case  any  assessments  are  levied  prior 
to  December  1st,  1908,  the  apportionment  shall  be  bused  upon  the  production  of  the  members 
since  December  1st,  1907,  as  shown  by  such  reports  or  as  otherwise  ascertained.  Each  member 
of  this  Association  shall  within  twenty  ($0)  days  after  the  first  of  eaoh  month,  commencing 
with  January  1st,  1908,  file  with  the  Secretary  of  the  Association  a  sworn  statement  giving  the 
total  amount  of  Portlaud  cement  produced  at  all  plants  of  sueli  member,  and  also  of  the  total 
amount  of  Portlaud  oemont  shipped  therefrom  during  the  preceding  month,  In  case  of  the  failure 
of  any  member  to  file  such  report  within  such  time,  the  Association  shall  be  entitled  forthwith  to 
exumine  the  books  of  said  company  to  nscertuin  the  amount  of  such  production  and  shipment,  the 
expense  of  such  examination  being  chargeable  to  such  member  ;  and  the  Association  shall  at  all 
reasonable  times  have  the  right  to  exumine  the  books  of  any  member  to  verify  any  reports  rendered. 
Tho  failure  of  any  member  to  render  sueli  reports  within  the  time  above  provided  or  to  make 
payment  of  assessments  when  due  shall  be  sufficient  cause  for  the  termination  of  the  membership  of 
suoli  member  by  action  of  the  Board  ns  hereinafter  provided. 

Eighth.  If  any  party  hereto  shall  fail  to  perform  its  agreements  aud  undertakings  here¬ 
under,  its  membership  in  the  Association  shall  be  terminated  aud  all  its  interest  in  the  Association 
and  its  ussets  shall  cease,  and  its  rights  hereunder  shall  be  cancelled,  provided,  however,  that  be¬ 
fore  any  such  termination  and  cancellation,  said  party  shall  be  cited  to  appear  before  the  Board  of 
Managers  at  a  certain  time  and  place  and  show  cause  why  its  membership  should  not  be  terminated 
aud  its  rights  and  interests  should  not  be  forfeited,  and  after  such  hearing  the  said  Board  may 
terminate  the  membership  and  cancel  all  rights  of  the  party  hereunder  by  giving  thirty  (30)  days 
written  notice  to  that  effect,  and  such  action  of  said  Board  shall,  by  an  affirmative  vote  of  a  major¬ 
ity  thereof,  bo  final  and  conclusive. 

—  NlNTn.  It  is  furthermore  mutually  agreed  that  if  any  party  ■  hereto  shall  ceiise  to  be  a 
licenseo  under  letters  patent  Nos.  645,031,  691,336  and  691,337,  by  reason  of  the  cancellation  or 
termination  of  its  license  by  act  of  the  licensor  under  the  terms  aud  conditions  thereof,  and  shall 
cense  to  have  the  right  to  use  and  practice  the  invention  of  said  patents,  said  party  shall  forthwith 
cease  to  be  a  party  hereto,  and  all  its  interests  in  the  assets  of  the  Association  shall  cease  upon  a 
written  declaration  to  that  effect  by  the  Board  of  Managers. 

Tenth.  A  declaration  of  cancellation  as  above  provided  shall  terminate  all  rights,  benefits 
and  privileges  of  said  offending  party  under  this  agreement  and  all  its  interest  in  the  Association 
and  tho  assets  thereof,  and  shall  relieve  •  each  and  nil  of  the  other  parties  hereto  from  all 
duties,  liabilities  or  obligations  hereunder  to  ,  said  offending  party,  and  the 
several  parties  hereto  then  remuining  slmll  stand  to  said  offending  party  in  the  same 


position  and  shall  have  the  same  rights  as  against  said  offending  party  as  if  this  coutraot  had  not 
been  made,  and  said  offending  party  had  at  no  time  been  a  party  hereto,  except  that  the  Associa¬ 
tion  may  nevertheless  be  entitled  to  receive,  sue  for  and  collect  all  assessment  payable  for  the 
period  up  to  the  date  of  cancellation  or  termination  of  tlio  membership  of  sueh  offending  member ; 
but  such  termination  shall  not  operate  ns  to  said  offending  party  to  in  any  manner  nffeot  any  obli¬ 
gations  under  these  presents  ns  between  the  parties  remaining,  and  as  between  them  it  shall  con¬ 
tinue  in  force  as  if  said  offending  party  had  at  no  time  been  a  party  hereto. 

Eleventh.  Any  person  or  concern  actively  engaged  in  the  manufacture  of  Portland  cement 
and  who  also  is  a  licensee  in  good  standing  of  tlio  North  American  Company  under  United  States 
letters  patent  No.  645,031,  691,336  and  691,337,  or  under  other  letters  patent  now  or  hereafter 
owned  or  controlled  by  the  North  American  Company,  may  be  elected  a  member  of  this  Asso¬ 
ciation  by  the  Board  of  Managers  hereof  hy  a  two-third  vote  of  all  its  members,  and  such  person  or 
concern  shall  then  becomo  a  member  hereof  upon  signing  this  agreement  or  a  duplicate  copy  hereof. 

Twelfth.  This  agreement  and  the  mutual  covenants  and  agreements  herein  contained  shall 
continue  in  force  so  long  ns  the  obligation  to  pay  royulty  to  the  North'  American  Company  under 
its  licenses  under  the  Hurry  &  Seaman  and  Carpenter  patents,  above  recited,  remains  in  force,  as 
set  forth  in  the  form  of  license  agreement  hereto  annexed,  dated  September  1, 1907,  whioli  said 
form  1ms  been  exeouted  bythe  Dexter  Company;  under  date  of  October  1st,  1907,  by  the  Pennsyl¬ 
vania  Company,  under  date  of  October  16th,  1907,  by  the  Buckhorn  Company,  under  date  of  Sep¬ 
tember  30,  1907,  by  the  Penn-Allen  Company,  under  date  of  September  28th,  1907,  by  the  Nazareth 
Company,  under  date  of  Ootobor  20th,  1907,  and  the  Oatskill  Company,  under  date  of  November 
2 1st,  1907  ;  and  shall  terminate  upon  the  termination  of  such  obligation. 

Upon  the  termination  of  this  agreement  and  the  dissolution  of  the  said  Association  for  any 
cause,  the  moneys  and  assets  of  any  kind  remaining  after  the  payment  of  nil  proper  obligations 
contracted  in  behalf  of  the  parties  hereto  by  the  Board  of  Managers  or  officers,  shall  be  distributed 
to  the  thou  members  of  the  Association  pro  rata  in  the  proportion  of  the  amounts  contributed  bv 
euoh.  ■  1 

In  witness  wheheof,  the  several  parties  hereto  have  hereunto  affixed '  the  signatures  of  their 
corporations,  by  their  officers  tbereOnto  duly  authorized,  or  by  their  duly  accredited  representa¬ 
tives,  this  30th  day  of  December,  1907.  • 


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4  ^4^/ .  J^. 

THOMAS  A.  EDISON  and  EDISON 
PORTLAND  CEMENT  COMPANY 


NORTH  AMERICAN  PORTLAND 
CEMENT  COMPANY. 


Hgreement. 


Dated  January  8th,  1908. 


AGREEMENT,  made  this  Eighth  tiny  of  January,  1008,  by  autl  botweou  Thomas  A. 
Edison,  of  Orange,  Now  Jersey,  parly  of  tlio  first  part,  Edison  Pohtland  Cement  Company,  a  cor¬ 
poration  organized  under  tho  laws  of  tlio  State  of  Now  Jersey,  hereinafter  roforrod  to  ns  tho 
Edison  Company,  party  of  tlio  second  part,  and  Noiitii  Amkhioan  Poiitland  Cement  Company,  a 
corporation  organized  under  tho  laws  of  tho  Stato  of  Now  Jorsoy,  hereinafter  referred  to  as  tho 
North  Ainoricnn  Company,  party  of  tho  third  part : 

IVuEitEAS  said  Edison  is  tho  owner  of  tho  following  letters  patent  of  tho  United  Stntos  : 

No.  759, 85G,  dated  Jlay  10, 1901,  for  Improvements  in  Methods  of  Burning  Port¬ 
land  Comout  Clinker,  otc. 

No.  759,357,  dated  May  10,  1904,  for  Improvements  in  Apparatus  for  Burning 
Portland  Commit  Cliukor,  etc. 

No.  775,000,  datod  Novembor  22, 1904,  for  Improvements  in  Rotary  Cement 

Kilns. 

No.  802,031,  dated  October  24, 1905,  for  Iinprovomonts  in  Apparatus  for  Burning 
Portland  Comout  Olinkor. 

No.  813,490,  dated  February  27,  15100,  for  Improvements  in  Cement  Kilns. 

No.  827,089  dated  July  31, 1900,  for  Improvements  in  Calcining  Furnaces. 

And  Wiieiieas  tho  said  Edison  is  tho  owner  of  cortam  inventions  for  which  applications  for 
letters  patent  nro  now  ponding,  ns  follows  : 

Application  filed  September  29,  1905,  Serial  No.  280,577,  for  Method  of  Burning 
Portland  Comout  Clinker ; 

Application  filed  Octolior  14, 1905,  Serial  No.  282,094,  for  Improvements  in 
Cement  Kilns ; 

And  wiieiieas  the  Edison  Company  is  tho  owner  of  au  exclusive  lieonso  from  snid  Edison 
under  nil  of  tho  above  letters  patent  and  under  tho  putonts  which  may  horoaftor  bo  grantod  on  said 
applications,  said  license  being,  however,  limited  to  tho  manufacture,  uso,  and  practice  of  said  in¬ 
ventions  in  connection  with  tho  Portland  cemont  industry. 

And  wiieiieas  tho  North  American  Company  is  desirous  of  acquiring  au  exclusive  licenso,  as 
hereinafter  set  forth,  to  make,  have  made,  use  and  practice  and  tho  exclusive  right  to  license 
others  to  make,  have  made,  uso  and  practice  tho  inventions  sot  forth  in  said  letters  patent  and 
applications  therefor,  throughout  tho  Uuitod  States  of  Amorieu,  its  territories  and  Colonial  posses- 


Now  this  is  to  witness  that  tho  partios  hereto,  for  and  in  consideration  of  tho  sum  of  One 
Dollar  and  other  good  and  valuable  consideration  to  each  in  hand  paid  by  each  of  tho  other  parties 
hereto,  receipt  wheroof  is  hereby  acknowledged,  have  mutually  agreed  as  follows  : 

Finsr.  The  said  Edison  and  the  said  Edison  Company,  eaoh  for  himself  and  itsolf,  lioroby 
grant  to  tho  said  North  American  Company  tho  exclusive  lieonso  to  make,  have  made,  use  and 
practice  and  the  exclusive  right  to  grant  lieousos  to  others  to  make,  have  made,  use  and  practice 
throughout  the  United  Stntes  of  America,  its  territories  and  Colonial  possessions,  the  . several  in¬ 
ventions,  apparatuses  and  procossos  described,  claimed  and  covered  in  aud  by  the  several  letters 
patents  and  applications  for  letters  patent  above  specifically  referred  to.  The  license  hereby 
grau ted  is  strictly  limited  to  the  manufacture,  use  and  practice  of  tho  inventions  covered  by  said 
letters  patents  and  applications  therefor  iu  direct  commotion  with  tlio  production  of  Portland  cemont, 
and  does  not  apply  to  other  arts  or  industries  iu  connection  with  which  the  said  invention 
limy  bo  of  use.  Furthermore,  this  license  strictly  contemplates  tho  nso  of  tho  inventions  covered 
by  said  patents  and  applications  iu  connection  ouly  with  rotary  kilns  of  upwards  of  one  hundred 
feet  in  length,  and  any  nso  or  practice  of  on  invention  covorod  by  snid  patents  or  applications  in 
connection  witli  rotary  kilns  not  exceeding  one  hundred  feet  in  length  shall  not  bo  included  or 
authorized  by  this  licenso,  and  may  bo  proceeded  against  in  the  same  way  as  an  ordinary  infringe¬ 
ment;  but  in  any  sueli  case  the  liconsoo  or  snb-liconseo  shall,  anything  heroin  contained  to  the 
contrary  notwithstanding,  bo  free  to  assort  any  and  all  defenses  open  to  any  non-licensee,  and  no 
covenant  heroin  expressed  or  obligation  arising  lrarefrom,  either  express  or  implied,  shall  have  any 
application  to  or  effect  iu  connection  with  the  use  of  any  of  such  inventions  in  connection  with 
kilns  not  exceeding  one  hundred  foot  ill  length.  The  license  hereby  granted  to  make,  have  made, 
use  and  practice  tho  inventions  aforesaid,  and  the  sub-licenses  grunted  hereunder  shall  enure  to  the 
benefit  of  the  successor  or  successors  iu  business  of  the  licensee  and  of  each  of  tho  sub-licensees 


wlioii  the  terms  hereof  anil  of  the  sub-license  of  the  predecessor  are  accepted  in  writing  by  such 
successor  or  successors  but  so  far  as  the  license  hereby  granted  includes  the  right  to  graut 
sub-licenses,  it  is  personal  to  the  North  American  Company,  except  that  the  same  may  be  success¬ 
ively  assigned  by  the  North  American  Company  and  its  successors  to  corporations  succeeding  to 
the  entire  business  of  the  North  American  Company'  in  granting  sub-licenses  under  all  of  its 
patents.  In  case  of  the  insolvency  or  dissolution  of  the  company  then  owning  the  right  to  grunt 
sub-licenses,  the  right  to  grant  sub-licenses  undor  this  ugreement  shall  thereupou  cease  and  deter- 
.mine,  and  said  Edison  shall  in  suoh  event  sucoood  to  the  rights  of  suoh  company  in  all  existing 
sub-licenses  hereunder  so  far  as  the  same  relate  to  any  future  nots  of  the  sub-licensees  undor  suoh 
licenses. 

Second.  The  license  and  rights  hereby  granted  ure  to  continue  during  the  term  for  which 
patent  No.  H02,G31  above  referred  to  was  granted,  unless  sooner  terminated  as  hereinafter  set 
forth.  The  license  and  rights  may,  however,  be  extended  at  the  option  of  the  North  American 
Company,  or  its  successors,  by  giving  written  notios  to  said  Edison  and  the  Edison  Company,  of 
their  desire  to  extend  the  same  within  three  mouths  prior  to  its  termination  by  the  .  expiration  of 
of  the  terra  of  said  patent  No.  802,(131  or,  in  case  of  eurlier  termination  of  said  patent  by  adverse 
judgment,  decree  or  mandate,  as  hereinafter  set  forth,  by  giviug  written  notice  of  their  desire  to 
extend  the  same  within  three  months  after  the  entry  of  tlie  judgment,  decree  or  mandate  its  herein¬ 
after  Bet  forth,  and  in  either  case  the  lioense  and  rights  will  then  continue  as  to  the  North  American 
Compuuy  and  any  sub-lioensee  uooeptiug  suoh  extension  oil  the  same  terms  and  subject  to  all  of 
.the  conditions  and  stipulations  hereof  during  the  term  or  terniB  of  any  one  or  more  of  the  other 
patents  then  in  existence  and  which  may  be  covered  by  this  agreement  and  which  are  specified  in 
the  notice  of  extension. 

Thiiid.  The  Edisou  Compauy  hereby  reserves  to  itself  and  its  successors  in  business  the 
right  to  make  and  have  made  any  apparatus  oovered  by  snid  letters  patent  and  applications  there¬ 
for, _  and  to  use  and  practice  the  name  to  the  extent  of  not  more  than  u  total  of  four  (4)  million 
burreln  of  Portland  cement  clinker  of  380  lb's,  each  made  in  its  works  at  Stewartsville,  New 
Jersey,  in  any  extensions  thereof  and  additions  thereto,  and  in  any  ueme'nl'  plant  which  the 
Edison  Company  or  its  successors  in  business  may  hereafter  purchase,  build,  operate  and  exclu¬ 
sively  own  or  .control  by  ownership  of  a  majority  of  the  capital  stock  or.  otherwise,  and  sold  or 
otherwise  disposed  of  and.  shipped  during  any  calendar  year. 

FouilTH.  In  addition  to  the  grant  by  the  North  Americnn  Company  of  siib-licenses  to  cement 
manufacturers  generally  throughout  the  .United  States  under  this  agreement  us  hereinafter  set 
forth,  the  present  agreement  contemplates  the  grant  by  the  North  Americnn  Company  of  licenses 
to  the  six  corporations  now  owning  the  capital  stouk  of  the  North  Araerioau  Compauy,  and  also  to 
corporations  or  concerns  which  are  now  or  may  hereafter  be  owned  or  controlled  (by  the  ownership 
of  a  majority  of  the  capital  stock  or  otherwise)  by  the  Baid  North  American  Company,  or  by  any 
of  the  snid  six  corporations.  The  six  corporations  above  referred  to  are  the  Atlas  Portland  Cement 
Company,  a  Pennsylvania  corporation  ;  the  Lehigh  Portland  Cement  Company,  a  Pennsylvania 
corporation ;  the  Alpha  Portland  Cement  Compauy,  a  New  Jersey  corporation  ;  the  American 
Cemont  Company,  a  New  Jersey  corporation  ;  the  Vulcanite  Portland  Cement  Company,  a  New 
Jersey  corporation-;  and  the  Lawrence  Cement  Company  of  Pennsylvania,  a  Pennsylvania  corpora¬ 
tion.  In  referring  hereinafter  to  the  above  six  companies,  and  to  other  corporations  which  may 
now  or  hereafter  lie  owned  or  controlled  by  any  of  the  same  or  by  the  North  American  Company, 
as  above  provided,  they  will  be  designated  , as  the  “  primary  licensee  corporations  ”  or.  as  the 
“  primary  corporations  ” ;  but  none  of  the  companies  just  above  specifically  named  shall  be  a 
“  primary  corporation  within  the  meaning  of  said  term  as  used  herein  until  it  has  entered  into  its 
sub-license  with  the  North  American  Company.  The  North  American  Company  agrees  within  sixty 
(60)  days  after  the  execution  of  this  agreement  to  furnish  the  said  Edison  with  the  names  and  loca¬ 
tions  of  all  the  plants,  owned  by  it,  and  within  sixty  (60)  days  after  each,  primary  corporation 
becomes  a  sub-lioensee  hereunder,  similarly  to  ■  furnish  the'  numes  and  locutions  of  all  the 
plantB  owned  -by  such  primary  corporation,  together  with  the  number  of  kilns  upwards  of  oue 
hundred,  feet  in  length  :  which  are  installed,  in  operation  or  in  course  of.  con¬ 
struction  ;  and  in  the’  event  of  the  future  acquisition  of  any  other  concerns 

by  the  North  American  Company,,  or  the;  primary  corporations,  the  North  Ameri¬ 
can  Company  agrees  within  sixty  (60)  days  thereafter  or  after  such  primary- 

corporation  becomes  a  sub-licensee  hereunder  to  furnish  to  said  Edison  the  names  and  locations 
of  the  plant  or  plants,  and  the  number  of  said  kilns  in  operation  or  installed  or  in  course  of  con¬ 
struction  that  are  owned  by  each  eonoem  so  acquired;  and  the  North  American  Company  agrees  ' 
from  time  to  time  as  may  be  reasonably  required  by  said  Edison  to  furnish  him  with  the  number 

2  • 


in  writing  to  said  Edison.  Any  company  that  is  owned  or  controlled  by  tlio  North  American  Com¬ 
pany,  or  by  any  one  of  the  six  companies  above  specifically  named  shall  bo  entitled  to  the  speoial 
privileges  hereby  granted. to  the  primary  corporations,  only  so  long  as  it  continues  to  be  owned  or 
controlled  by  one  of  said  companies ;  and  in  case  suoh  ownership  or  control  ceases,  such  company 
shall  cease  to  be  a  primary  corporation  and  shall  then  bo  entitled  only  to  such  terms  and  privileges 
as  are  granted  by  the  North  American  Company  generally  to  those  sub-liconsoos  which  are  not 
primary  corporations.  ..  . 

FirrH.  The  said  Edison  and  the  Edison  Company,  for  themselves,  their  successors,  assigns 
and  legal  representatives,  hereby  release,  acquit  and  discharge  the  North  American  Company  and 
said  primary  corporations  from  any  "and  all  claims,  demands  and  liability  for  profits  and  damages 
because  of  any  past  infringement  by  the  North  American  Company  or  said  primary  corporations 
of  said  .  letters  patent  or  of  its  or  their  past  use  of  the  inventions  cov- 
'  ered  thereby  ;  such  release,  acquittance  aud  discharge  to  become  effective  as 
to  each  of  suid  primary  corporations  only  as  such  corporation  shall  enter  into  a  sub-license  agree¬ 
ment  with  the  North  American  Company  under  the  patents  above  referred  to;  and  authorize  and 
empower  suid  North  American  Company  in  granting  sub-licenses  to  said  primary  corporations  to 
release,  acquit  and  discharge  in  the  name  of  said  Edison  and  suid  Edison  Company,  all  liabilities, 
cluims  and  demands  against  suid  primary  corporations. 


Sixi’n.  Contemporaneously  with  the  execution  of  this  agreement,  the  North  American 
Gompuny  has  granted  to  the  Edison  Company,  its  successors  and  assigns  a  written  liceuso  (herein-  I 

after  referred  to  us  the  Hurry  &  Seaman  license)  under  letters  patent  of .  the  United  States, 
numbered  646,031,  091, 830  aud  001,337,  relating,  to  the  burning  of  Portland  cement  by  means  of  ! 

pulverized  fuel. 

The  parties  hereto  agree  that  for  the  first  twenty  (20)  million  barrels  of  Portland  cement 
clinker  of  380  pounds  each,  that  may  in  the  aggregate  be  shipped  in  any  one  calendar  year  here-- 
after  by  the  'North  American  Obmpuny  and  its  .priqiary  corporations  and,  thnt  lias  been  manu¬ 
factured  in  kilns  upwards  of  one  hundred  feet  in  length  the  nmonut  of  royalty  to  be  paid  therefor 
shall  be  a  sum  equal  to  the  amount  of  royalty  paid  by  the  Edison  Company  under  Baid  Hurry  &  , 

Seumau  license  on  cement  clinker  made  by  the  Edison  Company,  or  its  successors,  or  in  any 
cement  plant  hereafter  purchased,  built,  operated  and  exclusively  owned  or  controlled  by  ownership 
of  u  majority  of  the  capital  stock  or  otherwise  by  said  Edison  Company  or  its  successors,  und 
shipped  in  euoh  year  up  to  four  (4)  million  barrels  of  380  pounds  each.  The  understanding  of  the 
parties  hereto  is  thnt  for  the  first  twenty  (20)  million  barrels  of  cemeut  oliuker  made  in  kilns 
upwards  of  one  hundred  feet  in  length  aud  shipped  in  each  year  by  the  North  American  Company 
aud  its  primary  corporations  under  the  present  agreement,  .no  greater  amount  of  royalty,  shall  be 
payable  in  each  year  than  may  have  accrued  and  boon  paid  ns  royalties  under  the  Hurry  & 

.Seaman  license  from  the  Edison  Company  aud  its  successors  on  the  first  four  (4)  million  barrels  : 

during  n  corresponding  period;  and  that  no  greater  amount  of  royalty  under  the  Hurry  &  Seaman 

license  shall  be  paid  by  the  Edison  Company  for  the  first  four  (4)  million  barrels  of  Portland 

cemeut  clinker  disposed  of  and  -shipped  by  it  in  each  year  than  may  have  accrued  as  royalties 

under  the  present  license  agreement  from  the  North  American  Company  and  its  primary  corporations 

for  the  same  period.  The  royalties  thus  puyable  by  the  North  American  Company  and  its  primary  | 

corporations  on  Portlaud  cemeut  clinker  aggregating  twenty  (20)  million  barrels  or  less  shipped  in 

each  year  that  has  been  manufactured  in  kilns  upwards  of  one  hundred  feet  in  length  shall 

not  be  payable  to  said  Edison  until  within  thirty  (30)  days  after  receipt  from  the  Edison  Company 

of  royalties  due  uuder  the  Hurry  &  Seaman  license  for  the  shipment  of  Portland  cement  olinker 

during  the  same  year  for  the  first  four  (4)  million  barrels  or  less.  In  case  of  the  failure  of  ' 

the  Edison  Company  to  pay  royalties  under  said  Hurry  &  Seaman  license  to  the  North  American  i 


Edison  on-  the  first  twenty  (20)  million  barrels  per  year  under  the  present  license  agreement,  or 
in  ease  of  the  expiration  or  termination  of  the  obligation  of  Ilio  North  American  Company  or  its 
primary  corporations  to  pay  royalties  to  said  Edison  under  this  agreement,  nevertheless  the  Edison 
Company  shall  not  be  required  to  pay  royalties  under  said  Hnrry  ,fe  Seaman  license  upon  the  first 
four  (4)  million  barrels  of  Portland  cement  olinker  shipped  hy  it  in  each  year,  but, shall  be  entitled 
to  the  benefits  of  said  Hurry  &  Seaman  license  to  said  extent  without  the  payment  of  royalty.  The 
phrase  Portland  cement  olinker  covers  suoh  olinker  whether  ground  or  ungrouud  or  sold  separately 
or  mixed  with  other  substances,  the  amount  of  the  clinker  itself  being  alone  considered  in  comput¬ 
ing  the  number  of  barrels  upon  whioh  royalty  is  pnynblo. 

Seventh.  In  cuse  the  North  American  Company  and  its  primary  corporations  shall  in  the 
aggregate  ship  in  any  one  year  hereafter  more  than  twenty  (20)  million  barrels  of  Portland  cement 
clinker  of-  380  pounds  eaoh  that  has  been  manufactured  in  the  United  States  of  Amorioa, 
its  territories  and  Colonial  possessions  in  kilns  upwards  of  one  hundred  feet  in  length’ 
royalties  shall  be  paid  to  suid  Edison  upon  eaoh  and  every  suoh  barrel  of  Portland  cement 
olinker  in  excess  of  twenty  (20)  million  barrels  for  euch  said  year  at  the  rate  of  three  mills  (three- 
tenths  of  a  cent)  per  bnrrel,  said  royalty  to  bo  paid  by  the  North  American  Company  on  all  suoh 
excess  Portlnnd  cement  olinker  annually  on  or  before  the  1st  day  of  Maroh  (commencing  March, 
1900),  for  the  preceding  oaloudar  year  ending  December  31st  in  eaoh  year  during  the  continuation 
of  this  agreement,  n  suitable  adjustment  being  made  at  the  same  rate  for  the  fractional  part  of  the 
last  year  during  which  said  patent-  No.  802,031  shall  remain  in  force,  unless  this  agreement  is  ex¬ 
tended  as  hereinbefore  provided. 

The  obligations  under  this  license  agreement  and  under  the  sub-licenses  provided  for  herein 
(except  Canadinn  licenses  and  sub-licenses)  to  pay  royalty,  keep  accounts  and  render  statements 
shnU  (elate  solely  to  Portland  cement  olinker  manufactured  in  tho  United  States  of  America,  its 
territories  and  Colonial  possessions  in  rotary  kilus  upwards  of  one  hundred  feet  in  length. 

In  case  of  the  failure  of  any  one  or  more  of  the  primary  corporations  to  rentier  the  accounts 
hereinafter  provided  neoessnry  for  tl  e  Sc  lta  nont  of  the  amount  of  Portland  cement  clinker  made 
by  tho  North  American  Company  and  tho  primary,  corporations  in  rotary  ItiluB  upwards  of  one 
hundred  feet  in  length  and  shipped  by  them  during  any  calendar  year,  the  amount  of  Poitlimd 
cement  olinker  made  by  such  defaulting  primary  corporation  in  kilns  of;  upwards  of  one  hundred 
feet  iii  length 'and  shipped  as  shown  on  the  last  accounts  rendered  by  suoh  corporation  covering 
twelve  months  shall  he  temporarily  taken  as  the'basis  of  shipment  of  suoh  company  for  said  yeat;  or 
in  case  tlie  amount  of  long  kiln  shipment  shown  on  the  last  accounts  covering  six  mouths  multiplied 
by  two  shall  exceed  the  total  of  long  kiln  shipment  shown  in  the  iaBt  nocounts  rendered  by  suoh 
compauv  covering  twelve  months,  then*)  twice  the  amount  of  the  reports  for  sueli  six  months 
shall  be  temporarily  taken  as  tho  basis  of  suoh  shipment  of  such  company  for  said  year,  and  the 
North  American  Company  shall  temporarily  make  payment  of  royalty  to  the  said  Edison  upon 
such  basis  until  the  regular  account  is  received  or  until  the  aotual  amount  of  long  kiln  cement 
cliuker  shipment  of  such  primary  corporation  is  ascertained  by  examination  of  its  books,  at  whioh 
time  an  adjustment-  shall  be  made  by  the  payment  within  sixty  (60)  days  thereafter  to  said  Edison 
of  any  further  sum  that  may  be  due,  or  the  repayment  by  said  Edison  within  said  sixty  (60)  days 
of  any  sum  overpaid. 

Eighth.  The  North  American  Company  hereby  agrees  to  keep  a  full  and  accurate  account 
of  all  Portland  cement  clinker  made  by  it  in  rotary  kilns  upwards  of  one  hundred  feet  and  shipped 
by  it  and  to  require  its  primary  corporations  to  keep  and  render  to  it  at  least  semi-annually  a  full 
and  acourate  account  of  all  Portland  cement  olinker  made  in  such  kilns  and  shipped  by  them;  and 
the  ■  North  American  Company  ngrees  semi-annually  on  or  before  the  first  day  of  March  and 
September  of  each  year,  commencing  September  1st,  1908,  to-  render  the  said:  Edison  a  full  and 
accurate  statement  of  the  total  number  of  bnrrels  of  Portland  cement  clinker  made  in  rotury  kilns 
upwards  of  one  hundred  feet  in  length  und  shipped  by  it  during  the  preceding  half  oalendar  yenrs 
ending  respectively  December  31st  and  June  30th  ;  and  shall  render  to' the  said  Edison  copies  of 
all  such  accounts  rendered  to  it  by  its  primary  Corporations  within  thirty  (30)  days  after  suoh  ac¬ 
counts  are  rendered  •  respectively.  The  accounts  of  the  Portland  cement  clinker  so  made  and 
shipped  by  the  North  American  Company  and  its  primary  corporations  shall  be  verified  by  the 
proper  executive  officers  thereof  having  knowledge  of  the  facts.  •  The  said  Edison  shall  be  entitled 
at  reasonable  boors,  personally  or  by  representatives,  to  examine  .the  books  of  acoount  of  the 
North  American  Company  and  of  its  primary  corporations,  so  far  us  Baid  books  shall  relate  to  the 
manufacture  of  Portlnnd  cement  olinker  in  kilus  upwards  of  one  hundred  feet  in  length ;  and  suoh, 
right  shall  be  provided  for  in  all  sub-licenses  to  primary  corporations. 

■The  North  American  Company  shall  be  entitled,  and  shall  so  provide  in  its  sub-licenses  to 
the  primary  corporations,  in  case  any  suoh  primary  corporation  fail  to  render  the  accounts  above 


of  said  courses  within  sixty  (60)  days  after  default  by  any  one  of  said  primary  corporations,  then  the 
said  Edison  may  give  written' notice  to  the  North  American  Company  thnt  it  should  pursue  one  or 
more  of  said  courses, 'nnd  if  it  fails  to  do  so  within  thirty  (30)  days  after  receipt  of  such  notice, 
then  the  said  Edison  himself  may  in  the  name  of  said  North  American  Company  pursue  any  one 
or  more  of  said  courses.  In  onse  of  the  termination  as  ] list  nbove  provided  of  the  rights  and  priv¬ 
ileges  of  any  suoli  primary  corporation,  or  other  termination  of  its  sub-license,  such  corporation  shall 
thereupon  cense  to  be  one' of  tile  primary  corporations  referred  to  herein. 

Ninth.  Each  sub-liceuse  hereafter  granted  by  the  North  American  Company,  except  to  its 
primary  corporations  ns  above  provided,  shall  ooutain  the  following  provisions  : 

(1)  That  the  sub-licensee  shall  lteep  full  and  accurate  aooounts  of  ull  Portland  cement 
clinker  made  by  it,  or  by  any  concern  controlled  by  it,  in  rotary  kilns  upwards  of  one  hundred 
feet  in  length  and  shipped  by  it  or  them. 

,  (2)  That  the  sub-liceusoe  shall  render  verified  statements  of  snob  aocouut  to  the  North 

Americau  Compnny  at  least  semi-annually  on  or.  before  the  first  days  of  February  and  August  of 
each  year  coveriug  all  such  Portland  cement  olinker  so  made  and  shipped  by  it  during  the  pre¬ 
ceding  .half-calendar  years  ending  respectively  December  31st  nnd  June  30th . 

(8)  Thnt  euoh  sub-licensee  shall  pay  royalties  at  least  semi-annually  on  or  before  February 
firstnnd  August  first  of  each  year  at  the  rate 'of  three  mills  (three-tenths  of  a  cent)  per  barrel 
for  all  such  Portland  cement  olinker  shipped  by  it'  during  the  preceding  half  calendar  years  end¬ 
ing  respectively  December  31st  and  Juno  80th,  that  has  been  made  inkilus  upwards  of  one  hundred 
feet  in  length. 

(4)  That  if  such  sub-licensee  fuils  to  render  such  accounts  or  to  pay  suoh  royalties  within 
the  time  specified,  the  North  Amerioan  Company  may  give  written  notice  that  unless  such  default 
is  made  good  within  thirty  (30)  days,  all  rights  nud  privileges  of  the  sub-licensee  under  Haid  sub- 
liceuse  will  thereupon  terminate,  and  upon  the  giviug  of  such  notice  and  the  failure  of.  the  sub¬ 
licensee  to  make  good  suoh  default  within  the  given  time,  the  rights  and  privileges  of  the  sub¬ 
licensee  under  its  sub-license  shall  thereupon  cease  and  determine. 

(6)  That  the  sub-licensee  shall  reoognizo  aud  admit  the  validity  of  patent  No.  802,631  so 
long  as  it  remains  entitled  to  the  benefits  of  its  sub-license  agreement,  and  a  corresponding  pro¬ 
vision  shall  be  included.iu  all  licenses  granted  to  primary  corporations. 

(6)  That  the  sub-licensee  shall  properly  mark  all  apparatus  embodying  the  inventions  of 
any  of  said  letters  patent  with  the  word  “  Patonted  ”,  and  the  date  of  ench  of  said  letters  patent  ns 
shall  cover  each  apparatus,  and  a  corresponding  provision  shall  be  included  in  all  licenses  granted 
to  primary  corporations. 

The  said  Edison  and  the  Edison  Company  for  themselves,  their  successors,  assigns  and  legal 
representatives  hereby  authorise  and  empower  the  North  American  Company  and  its  successors  as 
aforesaid,  in  granting  any  sub-licenses  under  said  letters  patent  aud  applications  therefor,  to  remit, 
release  nnd  discharge  such  sub-licensee  or  sub-licensees  of  and  from  any  and  nil  claims,  demands 


Company  to  give  suoh  notice  or  tiiko  suoh  notion,  tind-if  tlio  North  Amerionn  Company  fail  so  to 
do  within  thirty  (30)  days  after  receipt  of  such  notice  then  said.  Edison,  may  thereupon  in  his  own 
name  and  in  the  uamo  of  the  North  American  Company  give  suoli  notice,  enforce  such  penalties, 
proooed  ydth  the  collection  of  such  royalties  and  otherwise  seek  for  the  performance  of  the  sub- 
lioenBe  contract  or  recover  and  retnin-nny.  damage  for. its  breach.  •  . 

The  North  American  Company  agrees  for  itself  and  its  successors  aforesaid,,  to  pay  the  said 
Edison,  his  assigns  and  legal,  representatives.  aU  royalties  rocoivod  from  sub-liconsoes  under  Section 
3  of  this  paragraph,  within  thirty  (30)  days  aftor  the  receipt  of  the  same. 

Tenth.  Tko  present  liconso  ngreomout  shall  conso  aud  terminate  for  any  of  the  following 
causes.  .  • 

(1) '  In  case  of  the  failure  of  the  North  Amoricnu  Company  to  render  any  account  when  duo 
of  Portland  cement  clinker  manufactured  in  kilns  upwards  of  one  hundred  feet  in  length  by  it,  or 
to  render  to  Baid  Edison  when  due  copies  of  dooounts  received  from  its  primary  corporations'; 

(2)  In  case' of  the  failure  of  the  North  Amerioan  Company  to  make  payment  as  above  pro¬ 
vided  of  any  royalties  due  from  it  to  said  Edison  on  Portland  cement  clinker  made  and  shipped  by  it. 

.  (3)'  III  onse  of  the  failure,  of  the  North  American  Company  to  pay  to  saidEdison.’his  assigns  or 
legal  representatives,  the-  royalties  received  from  sub-licensees  and  then  due  and  payable  to  said 
•Edison.  , 

The  parties  hereto,  however,  agree  thut'.  uo  advantage  shall  be  taken  of  nuy  suoh  default  by 
Ijhe  North  Ameriouu  O.ompauy  until,  the  said  .Edison  shall  first  give  written  notice  to  the  North 
American  Company  or.  its .  successors,  specifying  the  .  default  or  defaults,  and  requiring  that  it  or 
they  shall  bo.  made  good  .within  Bixty.  (CO), days  from  the  giving  of  said  notice  ;  aud  it  is  .hereby 
agreed  that  if  suoh  defaults  be  not  made  good  within  the  time  so  specified  the  liconso  hereby 
granted  shall  forthwith  conso  and  terminate  and  the  said  Edison;  his  assigns  and,  legal  representa¬ 
tives  shall  thereupon  succeed  to  the  rights,  interests  an;l  obligations  of"  the  North  American  Com¬ 
pany  in  and  to  all  of  the  sub-licenses  granted  hereunder  and  in  and'  to  all  sums  due  Or  to  become 
due  under  such,  sub-licenses. 

It  is  agreed  that  should  the  present '  agrebmeut  be  terminated  ns  above  provided,  all  sub¬ 
licensee;  theretofore  granted  by  .the  North  Amerionn  Company  sliull'  remain  in  force,  the  suid 
Edison,  Bis.  Assigns,  or  legal  rjipresentntjves,  succeeding  to.thq  interest  of  and  being  substituted  for 
'the  North  American  Company  therein.  So.  long,  hpwever,  as  the  North  American'  Company 
shall  not  be  in  default  in  payment  of  royalties  due  on  Portland  cement  blinker  made  and  shipped 
by  it  and  id  rendering  accounts  for  such  clinker  aud  shall  pot  have  fuiled  to  make  good  suoli 
default  within  sixty  (00)  days  after  notice  as  above  provided,  any  termination  of  this 
license  shall  relate  only  to  the  rights  of  the  North  American  Company  to  grant  and  maintain  sub¬ 
licensee  hereunder,  and  said  North  American  Company  shall  still  have  the  right  to  use  and  practice 
the  inventions  herein  referred  to  in  its  own  works,  subjeot.to  the  terms,  provisions,  and  conditions 


Eleventh.  It  is  further  agreed  that  the  North.  American  Company  shall,  if  so  requested  in 
writing  by.  said  Edison,  und  within  thirty  days  after  such  request,  bring  at  least  one  test  suit  in 
equity  or  lit  law  against  persons,  firms  or  corporations  manufacturing,  selling  or  using  any  apparatus 
or- process  in  infringement  of  letters  patent  No.  802,631,  and  the  North'  American  Company  agrees 
to  vigorously  prosecute  such  test  suit.to  final  hearing  in  a  circuit  court  of  the  United  States,  and 
on  appeal  if  necessary.  In  case  (he  North  American  Company  fail  to  vigorously  prosecute  said 
test  suit  the  said  Edison  may  then  prosecute  the  same  iu  the  name  of  said  company  and  at  its 

expense.  ■  .....  . 

It  is  agreed  that  the  North  American  Company  may,  if  it  so  desires,  -bring  any  other  suit  or 
suits  in  equi  ty  .or  at  law  against  persons  or  concerns  infringing  any  of  the  patents  that  may,  now  or 
may  hereafter  bo  covered  by  this  agreement ;  and  that  the  North  :  American  Company  shall- bring 
such  suits  in  its  own-name  or-iu  the  name  of  said  Edison,  and  said  Edison  Company,  as  may  be 
necessury.  And  the  North-  American  Compauy  agrees  to  pay  all  costs  and  expenses  and  fees, 
including  tho  fees  of  counsel,  wliioh  shall  be  incurred  in  and  by  tile  bringing  and  prosecuting  of  nil 
such  suits.-:  The  parties  agree  that  the  test  suit  above  'referred  to  shall  not-  be  compromised  or- 
settled  oxcopt  with  the  consent  of  said  Edison,  his  assigns  or  legal  representatives;  but  they  agree  that 
ns  to  all  of  the.  other  suits  the  North  Amerioan  Oompnuy  shall  have,  the  right  to  aud  may  compromise 
aud  settle  the  same  in  such  manner  and  upon  such  terms  as  shall  be  satisfactory  to  it';  but  no 
settlement  shall  be  made  unless  it  inoludes  the  tnking-by'the  defendant  of  a  -license  on  the  same 
terms  as  granted  to  other  sub-licensees  other  than  the  primury  corporations  or  an  agreement  to 
cease  using  the  patented  structure  or- process.  It  unagreed  that  nil  sums  received  or  recovered 
in  settlement  of  claims  or  judgments  for  profits  and.  damages  for  infringement  of  any  of  the 


Eiliaou  patents  covered  by  this  lioonso  agreement  shall  be  retained  by  tfie  North  American  Com* 
pany  to  compensate  it  for  any  and  all  expenses  incurred  prior  to  suoh  recovery  in  connection 
with  suob  suit  or  any  other  suit  based  on  said  Edison  pateuts,  any  snrplas  remaining  thereafter  to 
be  paid  to  said  Edison,  his  assigns  or  legal  representatives.  (The  North  Amerioan  Company  shall 
have  the  right  to  grant  the  defendant  in  any  suit  based  on  auy  of  said  Edison  patents,  except  in 
the  said  test  suit,  a  release  from  all  damages  and  profits  recoverable  in  equity  orat  law  for  any 
infringement  of  said  patents. 

In- ease  said  Edison  requests  the  North  Amerioau  Company  to  commence  suit,  against  an 
alloged  infringer  ns  to  whom  said  Edison  furnishes  proof  of  infringement,  and  the  North  Amerioan 
Company  declines  to  bring  suoh  suit  or  fails  to  commence  the  same,  within  sixty  days  after  such 
request  and  submission  of- such  proofs  of  infringement,  then  the  Said  Edison  may  himsolf,-  at 
his  own : expense,  commenoe  such  suit,  using  the  name  of  the  North  American  Compdny  if 
necessary ;  and  said  Edison  may  in  such  event  compromise  and  settle  BUcli  suit  tlpdn  such 
terms  ns  shall  be  satisfactory  to  him,  provided,  however,  that  no  license  shnll  be  granted 
to  any  defendant  except  in  the  name  of  the  North  American  Company,  aiid  upon  the  same 
terms  ns  other  sub  licensee  thou  granted  by  the  North  American  Oompuuy ;  and 
the  said  Edison  may  retain  all  sums  received  or  recovered  in  settlement  of  claims  or  of  judgments 
for  profits  or  damages.  It  is  further  agreed  that  in  all  suits  which  may  bo  hereafter  commenced  by 
the  North  Amerioau  Company  based  on  the  Edison  patents  contemplated  and  included  in  this 
agreement  the  said  Edison  shnll  be  entitled  to  be  represented  by  associate  oouusel  at  his  own 
expense  ;  and  that  in  all  such  suits  as  shall  be  commenced  by  said  Edison  as  herein  providod,  the 
North  American  Company  shall  be  entitled  to  be  represented  by  associate  counsel  at  its  own 
expense. 

Twelfth.  The  North  American  Company  agrees  to  mark  in  a  durable  manner  and  in  it 
conspicuous  place  uuy  apparatus  embodying  any  invention  shown,  described  and  claimed  in  any  of 
the  letters  patent  covered  hereby,  and  whioh  shall  be  manufactured  or  used ,  by  it,  with  the.  word 
“  Patented  "  and  the  date  of  euoh  of  said  letters  patent  as  shall  oover  such  apparatus  ;  aud  the  said 
North  Amerioan  Company  horeby  admits  and 'acknowledges  tire  validity  of  oil  of  the  Said  Edison 
patent  No:  802, (ill  1.,  and  admits  that  said  patent  is  good  and  valid,  and  tlmfc  the.  said  Edison- and  tlief 
Edison  Company  have  the  right  to  grant  this  license  undersold  patent  and  agrees  not  to  contest  or1 
dispute  the  validity  of  said  patent  so ,-loug  n»  said.pafejnt  remains  in  .force  and  no  judgment  decree1' 
or  mandate-  he  entered  adjudging  said  patent  to  be  invalid'  or  limited  in'  Boo'po'  as-  set  forth  in 
Paragraph  Thiiu'ein'IH  hereof, and  so  long  as  uoneof  the  rights  and  privileges  of  the  North  American 
Company- hereunder- are  cancelled  by  the  said  Edison,  and  Edison- Company  ns  herein  provided, 

Thiuteenth.  In  case  any  claim,  of  United  States  letters  potent  No,  80&.,e91  shall  be  finally 
adjudged  or  decreed  by  any  United  States*  Circuit  Court  of  Appeals,  or  (if  no  appeal  or  writ  of 
orror  is  taken  or  perfected)  by  any  United  States  Circuit  Court  to  be  invalid  or  limited  in  scope,- 
whereby  tbe  apparatus  and  operations  of  the  North  American  Company,  or  of  any  of 
its  primary  corporations,,  or  of  its  other  sub-licensees-  hereunder  shall-  infringe  no- 
clium  of  said  letters-  patent  No.  802,031,  not  so- adjudged  or  decreed- .to  be  invalid,  the  North 
Amerioau  Company  or  uny  of  its  primary  corporations  or  any  other sueli  sub-licensee  shall,  upon 
giving  written  notice-  to-  sand  Edison  to  that  oll'eot,  be- thereupon  relieved  mid  discharged  from  tbe 
rendering  of  any.  account  or  the  payment  of  auy  royalties  under  this* agreement  acoruin&snbseqnent 
to  tho  entry  of  said,  final  judgment, .deereeior  mandato-so-  adjudging  any  such- ol aim*  to-be1  invalid- 
or  limited  in. scope.  Ifcis-  however,  expressly  uncfcrstooil  and  agreed  by  and  between*  RteTparties- 
liereunto  that  under  no  circumstances  shall  the  North'  American  Company  and'  its-  primary 
corporations  be  relieved,  from  its-nmUlic-iKob ligations  to*pay  royUlties-  as*  above1  provided  to*  said 
Edisou  on.  tbe  first  twenty  (20)  million  barrels  of  Portland-  cement:  clinker  per  year,  suoh-  royalties 
to  be-eqnad.  in.  amount-no.  more-  and  no*  less,  to  any.  royalties- whioh  shall  be  paid  by  the  Edisou 
Company  to*  the -North  American  Company  up. to*nnd- including  four  (4)millionbnrtels-of-  Portland, 
cemenh  sluikoi*  pen  year. under  the  Hurry  &  Seaman. license  before  roferrod-to, 

FbmtTEEXrn-  The  North  American  Company  s9pulatbs  aud'agt-ees>witfi*  the1  otfibP’ptrttfes' 
heretorthahui-iiegptiating'with  any  prospective  or  present  sub-licensees* Uhdei'tlrti-HtH-l-y^-Simtnan 
license,  where-said  sub-lieensees-matte  use  off  one  owmore-kilus.of  upwimlis-offotre-hiftidrSd'footMn- 
length,  every  reasoimblb  and  proper,  effort  .will  berniade-  to*  secure -from*  said  sub-licensee-  a’  ffnb-’ 
license  under  said  Edisou  patents  nntBappircnrions  hereinbefore r  reoitbd  and  subject1  to1  the  terms 
and  conditions  herein  expressed..  In.  the- event, -.however,-  that  any  sub-lioonseo . refuses  to  acquire 
a  sub-license  hereunder,  the-  B»id  Edison  aud.  the-  said  Edison  Company  shall  be 
immediately  notified  of  that  fact  wboreupon  either  tho  North  Amerioan  Company  will  at  the 
written  request  of  said  Edison  commence  suit  against  said  infringer  for  infringement  of  said  pnl- 

7 


ent  No.  802,631,  or  plhor.pntents  included  by  this  agreement  which  may  be  so  infringed,  or  if  tho 
North  American  Company  does  not  commence  such  suit  within  sixty  (60)  days  after  sucli  request 
the  said  Edison  may  himself  commence  and  proseoute  such  suit,  make  such  settlement  thereof  as 
he  may  desire,  and  retain  all  recoveries  in  the  way  of  damages  and  profits  (but  said  Edison  may 
grant  no  license  to  any  suoli  defendant  except  in  the  name  of  the  North  American  Company  and 
upon  the  same  terms  ns  other  sub-licenses  then  granted  by  the  North  American  Company) ;  and 
the  North  American  Company  consents  and  agrees  to  join  with  said  Edison  in  any  suit  or  suits 
which  may  thus  be  brought. 

.  Fifteenth.  All  notices  or  requests  required  or  permitted  to  bo  given  by  this  agreement  shall 
be  in  writing  and  shall  be  given  by  delivering  said  notices  or  requests  to  the  person  or  per- 
sons  entitled  to  receive  the  same  or  to  an  officer  of  the  corporation  entitled  to  receive  the  same,  or 
by  depositing  siioh  notice  or  request  in  any  post-office  of  the  United  States  direoted  to  such.person 
or  persons  or  to  suoli  corporation  or  corporations  at  his,  their  or  its  lust  known  post-office  address, 
postage  prepaid,  and  to  be  forwarded  by  registered  mail.  • 

Sixteenth.  In  order  that  notice  of  the  present  agreement  shall  be  given  to  the  several 
primary  corporations  of  the  North  American  Company  the  North  American  Company  covenants  and 
agrees  that  in  the  grant  of  each  and  every  sub-license  to  said  primary  corporations,  ns  herein  pro¬ 
vided,  a  copy  of  the  present  license  agreement  shall  be  attached  to  and.  made  a  part  of  each  sub¬ 
license  so  granted  to  said  primary  corporations. 

And  the  North  American  Company  agrees  within  thirty  days  after  the  grant  of  each  sub- 
license  to  its  said  primary  corporations  to  furnish  a  copy.  of.  the  Bame  to  said  Edison,  duly  certified 
under  its  corporate  seal  by  an  officer  thereof  duly,  authorized. 


Seventeenth.  The  Edison  Company  hereby  agrees  for  itself  and  its  successors  to  keep  a  full 
and  accurate  account  of  all  Portland  cement  clinker  made  in  rotary  kilns  upwards  of  one  hundred  feet 
in  length  in  any  cement  plant  which  said  Edison  Company  or  its  successors  in  business  now  own  or 
may  hereafter  purohase,  build,  operate  and  exclusively  own  or  control,  and  shipped  by  it  or  them 
and  to  render  suoli  accounts  to  the  North  American  Company  ,ut  least  semi-annually  on  'or  before 
the  first  day  of  March  and  September  or  each  year,  commencing  September  1st,  1908,, covering  the 
total  number  of  barrels  of  Portland,  cement  clinker  shipped  during  the  preceding  half  calendar  year 
ending  respectively  December  31st  and  June  30th  that  has  been  made  in  rotary  kilns  upwards  of 
one  hundred  feet  in  length  j  which  accounts  shall  be  verified  by  the  proper  executive  officers  of 
the  Edison  Company  having  knowledge  of  the  facts.  The  North  American  Company  shull  be 
entitled  at  reasonable  hours,  personally  or  by  representative,  to  examine  the  books  of  account  of 
such  plants  of  the  Edison  Company  and  its  successors,  so  far  ns  the  same  shall  relate  to  the  manu¬ 
facture  of  Portland  cement  clinker  in  kilns  upwards  of  one  hundred  feet  in  length. 

In  case  of  the  failure  of  the  Edison  Company  to  render  any  account  above  provided  for 
when  tile  same  is  due,  the  North  American  Company  or  its  successor  may  give  written  notice  to 
said  Edison  Company  of  suoli  default,  requiring  it  to  make  good  the  same  within  sixty  (60)  days 
after  receipt  of  said  notice,  and  notifying  it  thnt  if  suoli  default  be  not  made  good  within  said  time 
the  right  and  license  hereby  reserved  to  the  Edison  Company  and  its  successors  in. business  to 
make,  use  and  practice  the  inventions  of  the  letters  patent  aud’  applications  above  set  forth  to  the 
extent  of  four  (4)  million  barrels  of  Portland  cement  clinker  of  380  pounds  each  in  any 
one  calendar  year  shall  cease  and  terminate  ;  and  in  case  snid  default  be  not  made  good  within  said 
period,  snid  right  and  license  ns  hereby  reserved  to  said  Edison  Company  and  its  successors  shall 
thereupon  cease  and  terminate. 


It  is  rpnTHEn  aoueed  by  the  said  Edison  and  the  said  Edison  Company  that  in  case  either  of 

them  now  or  hereafter  owns  or  controls  any  Canadian  patents  corresponding  to  the  United  States 
patents  and  applications  above  referred  to,  and  in  case  the  North  American  Company  or  any  one 
of  its  primary  corporations  referred. to  desires  a  licenso  under  any  one  or  more  of  such  Canadian 
patents  and  makos  written  request  therefor,  a  non-oxclusi-e  license  under  tho  Canadian  patents 
Specified  in  such  request  shnll  thereupon  be  exeoutod  and  granted  by  said  Edison  or  tho  Edison 
Oompuny,  oither  directly  or. through  the  North  Amorioan  Company ;  the  form  of  said  licenso  to 
correspond  as  closely  as  feasible  to  this  license  aud  to  contain  similar  privileges  and  releases  • 
royalty  to  bo  fixed  at  three  mills  per  barrel  of  380  pounds  of  Portland  cement  olinker  made  in 
Canada  .in  rotary  kilns  upward  of  100  feet  in.  length  and  shipped  by  the  Canadian  licensee:;  such 
royalty  to  be  paid  by. the  Canadian  licensee  during  any  calendar  year  only  in  oase  the  total  ship¬ 
ment  made  during  such  calendar  year  in  the  United  States,  its  territories  aud  colonial  possessions 
'  by  th°  Nortl)  Amoricun  Compnuy  and  its. primary  corporations  referred  to  Bhall  . 

exceed  20,000,000  barrels..  In. case  suoli  aggregate  shipment  during,  any  -  calendar  year  in  the 


United  Stales  of  America,  its  territories  and  colonial  possessions  and  in  Canada,  shall  exceed  • 
20,000,000  barrels,  the  difference,  if  any,  by  whioh  suoh  aggregate  shipment  during  said  oalendar 
year  in  the  United  States  of  America,  its  territories  and  ooloninl  possessions  falls  below  20,000,000 
barrels  shall  be  apportioned  among  all  suoh  Oauadiau  licensees,  each  receiving  an  apportionment'  of 
said  difference  proportional  to  suoh  total  Canadian  shipment  made  by  Bnid  licensee  during  Bnid 
calendar  year ;  and  each  licensee  shall  pay  three  mills  per  barrel  royalty  on  all  Portland'  cement 
olinker  made  in  Canada  in  rotary  kilns  upwards  of  100  feet  in  length  and  shipped  by  said  Canadian 
licensee  during  said  oalendar  year  after  the  deduction  from  said  amount  of  said  proportional  allow¬ 
ance  to  said  licensee. 

Eighteenth.  The  benefits  and  obligations  of  this  agreement  shall  enure  to  nud  be  binding 
upon  the  parties  hereto,  and  their  successors,  assigns  and  legal  representatives,  except  as  hereinbe¬ 
fore  spooifioully  providod.  None  of  the  penalties  heroin  provided  shall  bo  enforced  against  tho 
North  American  Company  by  reason  of  any  default  on  tho  part  of  any  one  of  its  sub-licensees. 


In  witness  wheiieop,  tho  parties  hereto  hnvo  respectively  sot  their  hands  and  affixed  their 
the  said  Edison  Company  and  tho  North  American  Company  by  their  officers  thereunto  dnlv 


STATE  0 ) 

County  op  j 

On  tliis  day  of  January,  1008,  before  me  personally  oame  Thomas  A.  Edison,  to 

me  known  ami  kuown  to  me  to  bo  one  of  the  persons  described  in  and  who  exeonted  the  foregoing 
instrument,  and  lie  acknowledged  to  me  tlmt  bo  exeonted  the  same. 

r.  _ , 


STATE  0  ) 

County  of  $ 

On  this  ^  —  day  of  Jauunry,  1908,  before  me  personally  oame 
to  me  known,  aud  who,  being  by  me  duly  sworn,  did  depose  and  say  that  he  resided  in  Sa—jCnL 
(Pu*sL*A-+  .  ;  that  he  is  theJiu-  flu**./- of  the  Edison  Portland  Cement  Company,  one  of  the 

corporations  described  in  and  whioh  oxeouted  the  above  instrument ;  that  he  knew  the  seal  of  said 
corporation  j  that  the  seal  affixed  to  said  instrument  was  said  corporate  seal ;  that  it  was  so 
affixed  by  order  of  the  Board  of  Directors  of  the  said  corporation,  and  that  he  signed  his  n 
.  .  thereto  by  like  order. 


JL. 


zf.  4<~~, 


STATE  OP  NEW  YORK, ) 

‘  /i  County  of  New  York,  5  88, : 

On  this  ?  day  of  January,  1908,  before  me  personally  ciune  juWiJAi 
-  to  me  known  an (1  known  to  me,  and  who.  being  dulvsworn,  deposed  uiid  snidOtlmt  he  resided  in 
\  that  he  is  ther^il X&JMA  of  the  North  American  Portland  Cement 

Company,  one  of  the  corporations  described  in  and  which  executed  the  foregoing  instrument;  that 
he  knew  the  seal  of  said  corporation  ;  that  the  seal  ufiixed  to  said  instrument  was  said  corporate 
seal ;  that  it  was  so  adixed  by  order  of  the  Board  of  Directors  of  the  said  corporation,  and  that  he 
signed  his  name  thereto  by  like  order. 


[88584j 


.  -  H  *_S_  _  K\ 


NORTH  .AMERICAN  PORTLAND  CEMENT 
COMPANY 


AND 

EDISON  PORTLAND  CEMENT  COMPANY 


A  G  R  E  E  M  E  N  T  . 


/«? 


TO  ALL  WHOM  IT  MAY  CONCERN: 

BE  IT  KNOWN,  THAT  WHEREAS,  the  NORTH  AMERICAN 
PORTLAND  CEMENT  COMPANY  and  -the  EDISON  PORTLAND  CEMENT 
COMPANY  entered  into  a  certain  license  agreement  under  date 
of  January  8th  1908,  under  United  States  letters  patent 
No.  645,031,  and  others,  which  said  agreement  provided 
among  other  things  for  the  payment  of  royalty  from  the  Edi¬ 
son  Company  to  the  North  American  Company  on  Portland  cement 
made  as  provided  in  said  agreement,  and  used,  sold  and 
shipped  or  otherwise  disposed  of  by  the  former  on  or  sub¬ 
sequent  to  January  1st,  1907: 

NOW  THIS  IS  TO  WITNESS,  that  the  North  American  Com¬ 
pany  in  consideration  of  One  Dollar  and  other  good  and 
valuable  consideration  to  it  in  hand  paid  by  the  said  Edison 
Company,  hereby  releases,  discharges  and  acquits  the  said 
Edison  Company  of  and  from  any  and  all  obligations  to  pay 
royalty  as  provided  in  the  aforesaid  license  agreement  on 
Portland  cement  used  or  sold  and  shipped  or  otherwise  dis¬ 
posed  of  by  it  on  or  subsequent  to  January  1st,  1907,  and 
prior  to  January  1st,  1908;  the  obligation  to  pay  royalty 
as  set  forth  in  said  license  agreement,  however,  to  apply 
to  all  such  Portland  cement  used  or  sold  and  shipped  or 
otherwise  disposed  of  by  the  said  Edison  Portland  Cement 
Company  on  or  subsequent  to  January  1st,  1908. 


IN  WITNESS  WHEREOF,  the  said  North  American  Port¬ 
land  Cement  Company  has  caused  this  instrument  to  be  exe¬ 
cuted  and  its  seal  hereunto  affixed  this  8th  day  of  January, 


STATE  OP  NEW  YORK  ) 

:ss 

County  of  New  York  ) 

On  this  fti  .  day  of  January,  1908,  before 
me  personally  came  £  /^u,  7/^^CC  to  me  known 

and  known  to  me,  and, who ,  being  by  me  duly  sworn,  deposed 
and  said  that  he  resided  in  Tfat  &£  ;  that  he 

is  the  TslO^tU,^  &  of  the  North  Ameri¬ 

can  Portland  foment  Company,  one  of  the  corporations  de¬ 
scribed  in  and  which  executed  the  foregoing  instrument;  and 
that  he  knew  the  seal  of  said  corporation ;  that  the  seal 
affixed  to  said  instrument  was  said  corporate  seal;  that 
it  was  so  a -  fixed  by  order  of  the  Board  of  Directors  of  said 
corporation,  and  that  he  signed  his  name  thereto  by  like 
order . 

9^0  ,  /$.  Jidy 

t/J' cdt'iy  /&&, 


-  RESOLUTIONS  OF  STOCKHOLDERS  - 


WSKEAS,  at  a  meeting  of  the  stockholders  of 
this  Company  held  on  February  28th,  1907,  the  following 
resolutions  were  unanimously  adopted,  viz: 


"  RESOLUTIONS  OF  STOCKHOLDERS 

RESOLVED:  That  it  is  advisable  to 
increase  the  preferred  stock  of  the  Company  from 
$2,000,000.,  to  $3,000,000.,  divided  into  20,000 
shares  of  the  par  value  of  $50.  each,  and  to 
increase  the  common  stock  of  the  Company  from 
$10,000,000.,  to  $12,000,000.,  divided  into  40,000 
shares  of  the  par  value  pf  $50.  each;  the  said  in¬ 
crease  of  the  common  stock  shall  be  subordinate  to 
the  rightB  of  the  preferred  stock,  except  that  said 
increase  of  common  stock  shall  have  equal  voting 
powers.  The  said  preferred  stock  shall  carry  a 
fixed  cumulative  preferential  dividend,  at  the  rate 
of ,  but  never  exceeding  Eight  per  cent  (8$  per 
annum  on  the  par  value  thereof,  and  such  dividends 
shall  be  declared  at  such  times  as  may  be  fixed  by 
the  Directors  or  Executive  Committee.  If  in  any 
year  dividends  amounting  to  Eight  per  cent  (8 $) 


per  annum  Bhall  not  be  paid  on  Ruoh  preferred  stoci; 
the  deficiency  Bhall  he  charged  on  the  net  profits 
and  he  payable,  hut  without  interest,  before  any 
dividends  shall  he  paid  upon  or  set  apart  for  the 
common  stock.  The  balance  of  the  net  profits  of 
Jche  corporation,  after  the  payment  of  said  cumula¬ 
tive  dividend  at  the  rate  of  Eight  per  cent  (8 %) 
per  annum  to  the  holders  of  all  the  preferred 
stock  of  the  Company  ,  may  he  distributed  aB  divi¬ 
dends  among  the  holders  of  all  the  general  or  com¬ 
mon  stock,  as  and  when  the  Board  of  Directors  or 
Executive  Committee  shall,  in  their  discretion,  de¬ 
termine.  And: 

■WHEREAS,  Mr,  Thomas  A.  Edison  has  made 
certain  inventions  relating  generally  to  the  art 
of  separating  solid  matter  from  gaseous  currents, 
which  invention  is  capable  of  use  in  connection 
with,  and  as  an  adjunct  to,  a  rotary  cement  kiln, 
and  in  other  industrial  arts  and  has  filed  appli¬ 
cations  for  letters  Patent  of  the  United  States  on 
said  inventions  as  follows 

Cement  Burning  Apparatus,  filed  October 
34,  1906,  Serial  Ho.  340,299, 

Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906,  Serial  No. 
345,041, 

Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906,  Serial  No. 
345,042, 

Cement  Burning  Apparatus,  filed  November 
26,  1906,  Serial  No,  345,043, 

Blast  Purnaoea,  filed  November  26,  1906, 
Serial  No.  345,044, 


-3- 


Apparatus  for  Grinding  Coal,  filed 
November  27,  1906,  Serial  No.  345,329, 

and  has  agreed  to  sell  certain  rights  in  and  to  the 
invention  and  inventions  in  this  country  and  in  and 
to  Letters  Patent  to  be  granted  therefor  in  this 
country  in  consideration  of  the  issue  to  him  of 
the  said  $2,000,000.  increase  of  common  stock  of 
this  Company; 

RESOLVED:  That  it  is  advisable  that  the 
rights  of  the  stockholders  to  subscribe  to  Bald  in¬ 
crease  of  Btock  be  waived,  and  that  the  officers 
of  the  Company  be  authorised  and  directed  to  sell 
and  dispose  of  Baid  $1,000,000.  increase  of  pre¬ 
ferred  stock  and  $2,000,000.  increase  of  common 
stock  to  persons  other  than  stockholders,  and  to 
sell  and  dispose  of  said  $2,000,000.  increase  of 
common  stock,  in  the  purohaBe  from  the  said  Thomas 
A.  Edison  of  the  said  rights  in  and  to  the  Baid 
inventions  and  Letters  Patent,  in  their  discretion; 

AND  'WHEREAS,  the  terms  of  the  agreement 
under  which  the  said  Thomas  A,  Edison  has  agreed 
to  sell  to  the  said  Company,  the  said  rights  in  and 
to  the  said  invention  and  inventions  in  this  Country 
and  in  and  to  Letters  Patent  to  be  granted  therefor 
are  set  forth  in  said  proposed  agreement,  a  copy 
of  which  is  as  follows:- 


T 


MEMORANDUM  OP  AGREEMENT  made  this 
day  of  'between  THOMAS  A.  EDISON  of 

Llewellyn  Park,  Orange,  Hew  Jersey,  of  the  firBt 
part,  and  THE  EDISON  PORTLAND  CEMENT  COMPANY,  a 
Hew  Jersey  corporation  of  Stewart sville ,  Hew  Jer¬ 
sey,  of  the  second  part: 

WHEREAS,  said  Edison  has  made  certain  in¬ 
ventions  relating  generally  to  the  art  of  separatiig 
solid  matter  from  gaseouB  currents,  which  inven¬ 
tions  are  capable  of  use  in  connection  with, 
as  an  adjunct  to,  a  rotary  foment  kiln,  and  also 
in  connection  with,  and  as  an  adjunct  to,  blast 
furnaces,  and  in  connection  with  the  fine  grinding 
of  coal,  and  in  other  industrial  arts:  and 

WHEREAS,  the  said  Edison  has  filed  applica¬ 
tions  for  Letters  Patent  of  the  United  States  on 
said  inventions  as  follows: 


Cement  Burning  Apparatus,  filed  October 
24,  1906,  Serial  Ho.  340,399, 


Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906.  Serial  Ho. 
346,041, 


Apparatus  for  Burning  Portland  Cement, 
filed  November  26,  1906,  Serial  Ho. 
345,042, 


Cement  Burning  Apparatus,  filed  November 

26,  1906,  Serial  Ho.  346,043, 

Blast  Purnaces,  filed  November  26,  1906. 
Berial  Ho.  345,044, 

fSr  Grindine  Coal, filed  November 

27,  1906,  Serial  No.  345,329, 


AND  WHEREA8,  the  said  Edison  is  now  conduct¬ 
ing  experiments  for  the  purpose  of  demonstrating  tls 
practical  efficiency  of  the  said  inventions  as  ap- 


-4- 


plied  to  the  oement  kiln,  and  contemplates  making 
future  elaborate  experiments  to  demonstrate  the  com 
mercial  practicability  of  the  inventions  aB  applied 
to  blast  furnaces,  and  other  industrial  apparatus; 
and 

WHEKEAS,  the  said  Company  is  desirous  of 
acquiring,  and  the  said  Edison  is  willing  to  sell, 
certain  rights  in  and  to  the  said  inventions  in 
this  oountry,  and  in  and  to  the  Letters  Patent 
to  be  granted  therefor  in  this  country; 

HOW,  THEREFORE,  for  and  in  consideration 
of  the  premises  and  of  one  dollar  in  hand  paid  by 
each  party  to  the  other,  receipt  of  which  is  hereby 
acknowledged,  the  parties  have  agreed  as  follows: 

(1)  Said  Edison  agrees  to  carry  on  the  ex¬ 
periments  which  he  is  now  making  to  demonstrate  the 
commercial  practicability  of  the  inventions  as  ap¬ 
plied  to  oement  kilns  at  his  own  expense,  and  fur¬ 
ther  agrees  as  Boon  as  his  engagements  will  permit, 
to  carry  on  further  experiments  at  his  own  expense 
to  demonstrate  the  commercial  practicability  of  the 
inventions  in  connection  with,  or  &s  an  adjunct  to, 
other  forms  of  industrial  apparatus,  suoh  as  blast 
furnaces,  coal,  grinding  apparatus,  etc. 

(2)  The  said  Edison  agrees  to  execute  a 
proper  assignment  vesting  in  the  Company,  its  suc¬ 
cessors  and  bb signs,  the  entire  right,  title  and 
interest  in  and  to  the  said  inventions  for  the 
United  States,  bb  described  in  said  applications 
above  identified,  in  connection  with  any  art 
with  which  said  inventions  may  be  used,  together 
with  any  letters  Patent  of  the  United  States  to 
be  granted  therefor,  including  the  applications 


above  identified.  The  said  assignment,  however, 
is  to  be  made  and  executed  only  upon  the  notifi¬ 
cation  by  said  Edison  to  the  Company  of  the  suc¬ 
cessful  termination  of  his  experiments  and  the 
issue  to  him  of  the  capital  stock  in  considera¬ 
tion  therefor,  as  hereinafter  provided; 

(3)  The  sale  of  the  inventions  herein  con¬ 
templated  shall ,  if  made ,  as  applied  to  the  cement 
industry,  be  absolute,  and  any  patents  granted 
thereon,  so  far  as  they  shall  relate  to  the  cement 
industry,  or  be  used  in  connection  therewith, 
shall  be  the  sole  and  absolute  property  of  the  com¬ 
pany,  its  successors  or  assigns.  If,  however, 
rights  in  the  inventions  and  under  any  patents 
granted  therefor  in  connection  with  any  other  in¬ 
dustrial  arts  than  the  oement  business,  shall  be 
granted  by  the  company,  whether  by  the  sale  of 
said  patents,  the  granting  of  territorial  or  other 
licenses  thereunder,  or  agreements  for  the  payment 
of  royalty,  then,  in  that  event,  any  consideration 
that  shall  be  received  for  such  rights  in  cash  or 
stook  or  otherwise,  shall  be  divided  between  the 
said  company  and  said  Edison  in  the  proportion  of 
90  per  cent  to  said  Edison  and  10  per  cent  to  said 
Company, 

(4)  The  Behind  of  Directors  of  the  Company 
have  adjudged  and  declared  that  if  the  experiments 
which  the  said  Edison  is  now  conducting  are  suc¬ 
cessful,  a  fair  value  of  the  rights  herein  contem¬ 
plated  is  Two  Million  Dollars  ($3,000,000.),  and 
they  believe  that  the  acquisition  of  said  rights 
-6- 


is  necessary  for  the  business  of  the  Company,  and 
to  carry  out  its  contemplated  objects,  contingent, 
hov/aver,  upon  the  suooess  of  said  experiments. 

The  Company  therefore  agrees  in  consideration  of 
the  sale  id  it  of  the  rights  herein  contemplated, 
and  upon  the  execution  and  delivery  of  a  formal 
assignment  thereof,  and  upon  receipt  of  notice 
from  said  Edison  that  his  said  experiments  have 
terminated  successfully,  to  issue  to  said  Edison, 
or  to  such  nominees  as  he  may  in  writing  hereafter 
direct,  certificates  of  common  stock  of  the  Company 
to  the  aggregate  amount  of  Two  Million  Dollars 
($2,000,000.) ,  and  the  shares  of  Btook  to  be  so 
issued  shall  be  deemed  to  be,  and  are  hereby  de¬ 
clared  to  be  full  paid  shares  and  not  liable  to 
any  further  oall,  and  the  holders  of  such  stock 
shall  not  be  liable  to  any  further  payment  thereon. 

(5)  It  is  agreed  by  and  between  the  parties 
hereto  that  insofar  as  the  rightB  herein  contem¬ 
plated  shall  involve  the  company  in  litigation  for 
infringement  of  patents, riOieBhall  require  the  bring¬ 
ing  of  suits  for  infringement  of  its  own  patents 
as  the  same  shall  relate  to  the  cement  industry, 
the  arrangement  now  in  force  between  the  parties 
for  the  joint  handling  of  Said  suits  and  payment 
therefor,  Bhall  be  in  no  wise  changed  or  modified. 
If,  however,  the  company  grants  any  rights  to 
others  to  use  the  said  Inventions  in  other  arts 
than  the  cement  business,  and  its  licensees,  or 


other  representatives,  are  sued  for  infringement 
hy  such  use,  or  if  the  company  when  requested  to 
do  so  hy  said  Edison  finds  it  necessary  to  bring 
suits  in  its  own  name  against  infringers  of  its 
patents  in  other  fields  than  the  cement  industry, 
then  in  that  event,  the  expense  involved  in  such 
litigations  shall  he  Jointly  borne  hy  the  parties 
hereto  in  the  proportion  of  their  respective 
rights  hereunder,  n;imely  -  90  per  oent  hy  the  said 
Edison  and  10  per  cent  hy  the  said  company. 

(6)  The  said  Edison  hereby  covenants  and 
agrees  with  the  company  upon  the  request  and  at 
the  cost  of  the  company  to  execute  and  do  all  Buch 
further  assurances  and  things  as  shall  reasonably 
he  required  hy  the  company  for  vesting  in  it  the 
property  and  rights  agreed  to  be  hereby  sold,  in 
giving  to  it  the  full  benefit  of  this  agreement. 

(7)  It  is  understood  hy  the  parties  hereto 
that  this  agreement  shall  not  in  any  way  affect 
the  existing  contracts  between  the  parties  for  the 
payment  of  royalties  to  said  Edison  hy  the  couyany 
for  the  use  of  machinery  embodying  his  inventions. 

Ilf  WITHESS  YTHEKEOF ,  the  parties  have  execut¬ 
ed  this  agreement  in  duplicate  the  day  and  year 
first  above  written. 


ARE  TOIEBEAS,  it  appears  to  the  stockholders 
that  the  said  rights  in  and  to  the  said  inventions 
and  Letters  Patent  are  necessary  for  the  business 
of  the  C 01150 any. 

RBSOIVED:  That  said  rights  in  and  to  the 
said  inventions  and  Letters  Patent  are  necessary  for 
the  business  of  the  Company  and  that  the  said  in¬ 
creased  common  stock,  in  the  judgment  of  the  stock¬ 
holders  is  the  amount  of  the  value  thereof,  and 
that  the  officers  of  the  Company  be  and  they  are 
hereby  authorized  and  requested  to  purchase  the 
said  rights  in  and  to  the  said  inventions  and 
Letters  Patent  from  the  said  Thomas  A.  Edison  for 
the  said  price  and  to  issue  said  $2,000, 000., 
increase  in  common  stock  to  him  in  payment  there¬ 
for  and  that  they  are  hereby  authorized  and  request¬ 
ed  to  execute  the  said  agreement  on  behalf  of  the 
said  Company  with  the  said  Thomas  A.  Edison." 


AMD  THEREAS  the  following  communication  has  been 
received  from  Thomas  A.  Edison  in  reference  to  the  matters 
covered  in  and  by  the  foregoing  resolutions,  viz: 

To  the  Stockholders  of  the 

EDISON  PORTLAND  CEMENT  COMPANY, 

Gentlemen:  - 

By  resolution  of  the  stockholders,  unanimous¬ 
ly  adopted  on  Eebruary  28th,  1907,  the  Directors  were  au¬ 
thorized  to  purohas^ycertain  rights  in  and  to  the  several 
inventions  and  Letters  Patent  referred  to  in  Baid  resolu- 


•9- 


tionB  in  consideration  of  Two  Million  Dollars  ($2,000,000.) 
in  common  stock  of  the  Company,  contingent  however,  upon  the 
successful  termination  of  the  experiments  which  I  have  been 
conducting  in  connection  with  Baid  inventions.  By  reason 
of  circumstances  entirely  Beyond  my  oontrol  I  have  not 
been  able  to  oonolude  the  experiments  in  question,  and  am, 
therefore,  not  in  a  position  to  express  a  sufficiently 
definite  opinion  thereon,  although  I  believe  the  inventions 
are  entirely  practicable  and  > are  of  great  value.  Under  the 
circumstances,  I  propose  that  the  Company  shall  acquire  the 
inventions  in  question,  together  with  the  letters  Patent 
which  may  be  granted  therefor,  without  waiting  for  the  suc¬ 
cessful  termination  of  the  experiments,  which  may  take 
some  time  to  oonolude,  and  as  additional  consideration  for 
the  payment  to  me  of  said  Two  Million  Dollars  ($2,000,000.) 
increase  of  common  stock  of  the  Company,  I  will  assign 
to  the  Company  the  following  additional  property: 

(1)  Patent  Ho.  861,819  dated  July  30,  1907, 
for  "Discharging  Apparatus  for  Belt  Conveyors"  and  the 
invention  covered  thereby,  to  be  assigned  to  the  Company, 
subject  to  the  terms  and  conditions  aB  the  other  inventions 
and  Betters  Patent  recited  in  said  resolutions  and  referred 
to  in  the  proposed  memorandum  of  agreement  incorporated 
therein.  AIbo,  reissue  application  of  said  patent  filed 
November  30,  1907,  Serial  Ho.  404,627. 

(2)  An  assignment  of  the  invention  covered  by 
application  for  Betters  Patent  filed  June  14,  1907,  Serial 
Ho.  378,889,  for  "Bucket  Conveyors",  and  the  Betters  Patent 
to  be  granted  thereon,  subject  to  the  same  termB  and  condi¬ 
tions  . 


-10- 


(3)  An  assignment  of  the  invention  covered  by 
application  for  Letters  Patent  filed  June  26,  1907,  Serial 
Ho.  380,948  for  "Sprocket  Chain  Drive",  and  the  Letters 
Patent  to  "be  granted  thereon,  subject  to  the  same  terms 
and  conditions. 

(4)  An  assignment  of  the  invention  covered  by 
application  for  Letters  Patent  filed  Hovember  22,  1907, 
Serial  Ho.  403,300  for  "Conveyors"  and  the  Letters  Patent 
to  be  granted  thereon,  subject  to  the  same  terms  and  con¬ 
ditions. 

(5)  An  assignment  of  an  application  about  to  be 
filed  on  "Improvements  in  Apparatus  for  Heeding  Pine  Ma¬ 
terials"  now  in  use  in  connection  with  one  of  the  kilns 
at  the  Company's  plant,  including  said  invention  and  the 
Letters  Patent  to  be  granted  thereon,  subject  to  the  some 
terms  and  conditions. 

(6)  An  option  to  purchase  the  so-called  "Raub" 
property,  situated  in  the  Township  of  Oxford,  Warren 
County,  New  Jersey,  and  now  owned  by  me,  with  the  lime¬ 
stone  quarry  located  thereon,  but  reserving  to  myself  the 
zinc  and  other  mineral  rights  (not  including  limestone), 
said  option  to  be  exercised  within  two  years  from  the 
date  hereof,  and  the  price  to  be  paid  being  the  actual 
cost  to  ms  with  interest  at  o/°. 

Yours  very  truly, 

Thomas  A.  Edison. 


-11- 


AtlD  WHEREAS ,  the  stockholders  are  desirous  of 
acquiring  the  additional  consideration  referred  to  in  the 
above  communication  from  Thomas  A.  Edison,  and  also  the 
inventions  and  letters  Patent  specifically  included  in 
said  resolutions,  without  waiting  for  the  oonpietion  of  the 
experiments  referred  to  in  their  former  resolutions. 

AKD  WHEREAS,  it  is  proposed  to  modify  the  said 
memorandum  of  agreement  recited  at  length  in  said  resolu¬ 
tions  by  incorporating  therein  the  several  additional  inven¬ 
tions  and  Letters  Patent  referred  to  in  said  letter  from 
Thomas  A.  Edison,  and  by  also  including  therein  the  right 
and  option  to  acquire  the  said  Raub  property,  subject  to 
the  conditions  above  recited. 

RESOLVED;  That  the  said  rights  in  and  to  the 
said  inventions  and  Letters  Patent,  including  the  invention  I 
and  Letters  Patent  specifically  referred  to  in  Baid  reso¬ 
lutions,  and  in  and  to  said  option  are  necessary  for  the 
business  of  the  Company,  and  that  the  said  increased  com¬ 
mon  stock  in  the  judgment  of  the  stockholders  iB  the  amount 
of  the  value  thereof,  and  that  the  officers  of  the  Company 
be  and  they  are  hereby  authorized  and  requested  to  purchase 
the  said  rights  in  and  to  all  of  the  said  inventions  and 
letters  Patent  and  in  and  to  said  option  from  the  said 
Thomas  A.  Edison  for  the  said  price  and  to  issue  said  Two 
Million  Dollars  (#2,000,000.)  increase  in  common  stock  to 
Mm  in  payment  therefor,  and  that  they  are  hereby  authorized 
and  requested  to  execute  the  said  agreement  as  it  is  pro¬ 
posed  to  modify  the  same ,  on  behalf  of  said  Oonipany  with 
the  said  Thomas  A.  Bdison. 


AMD  'flHEHEAS,  it  appears  to  the  Board  of  Directors 
that  the  said  rights  in  and  to  the  said  inventions  and 
Betters  Patent  and  in  and  to  said  option,  referred  to  in 
said  resolutions,  are  necessary  for  the  husiness  of  the 
said  Company. 

RESOLVED:  •  That  the  said  rights  in  and  to  the 
said  inventions  and  letters  Patent,  and  in  and  to  said  op¬ 
tion  are  necessary  for  the  husiness  of  the  Company  and 
that  the  said  increased  common  stock,  in  the  judgment  of 
the  directors,  is  the  amount  of  the  value  thereof; 

RESOLVED:  That  the  officers  of  this  Company  are 
hereby  authorized  and  directed  to  execute  on  behalf  of  the 
Company  the  agreement  with  the  said  Thomas  A.  Edison  set 
forth  in  the  said  resolutions  of  the  stockholders,  as  the 
same  may  be  modified  by  including  also  the  inventions, 
letters  Patent  and  option  referred  to  in  said  letter  from 
Thomas  A.  Edison. 

RESOLVED:  That  the  said  officers  of  this  Company 
be  and  they  are  hereby  authorized  and  directed  to  purchase 
the  said  rights  in  and  to  the  said  inventions  and  Letters 
Patent  and  in  and  to  said  option  for  the  said  price,  and 
upon  the  receipt  by  them  of  proper  assignments  vesting  in 
this  Company,  its  successors  and  assigns,  the  rights  in  and 
to  the  said  inventions  and  Letters  Patent  as  provided  in 
said  agreement,  together  with  an  option  to  purchase  said 
Raub  property  as  above  provided,  to  issue  said  $2,000,000. 
increased  common  stock  to  the  said  Thomas  A.  Edison  in  pay¬ 
ment  therefor. 


-13- 


AGKBE^OTTT  mad©  this  15  -'  •day  of  J 

1908,  by  and  between  THOMAS  A.  EDISON,  of  Orahgl ,  Hew 
Jersey,  of  the  firBt  part,  and  THE  EDISON  PORTLAND  CEMENT 
COMPANY,  a  corporation  organized  under  the  laws  of  the 
State  of  Hew  Jersey,  of  the  second  part;  WITNESSETH: 


WHEREAS,  by  agreement  between  the  parties  hereto 
dated  the  ninth  day  of  June  1899,  it  was  provided  that  the 
Company  should  be  entitled  to  an  exclusive  lioense  under 
certain  inventions,  patents  and  applications  therefor  of 
said  Edison,  limited,  however,  to  the  manufacture  of  cement 
only  in  the  United  States  and  Canada,  and  in  partial  con¬ 
sideration  for  such  rights  and  licenses  for  the  practioe 
of  said  inventions  by  the  Company,  and  in  payment  for  the 
services  of  said  Edison  to  the  Company,  the  said  Edison 
was  to  receive  certain  royalties  as  fully  set  forth  in 
said  agreement;  and 


WHEREAS,  it  is  provided  throughout  the  said 
agreement  that  a  barrel  of  oement  whenever  referred  to 
should  be  understood  as  meaning  a  barrel  of  four  hundred 
(400)  pounds,  when  in  point  of  faot  the  parties  have  al¬ 
ways  contemplated  and  did  at  the  time  of  the  exeoution 
of  said  agreement  contemplate  the  standard  barrel  of  three 
hundred  and  eighty  (380)  pounds;  and 

WHEREAS,  it  is  provided  in  said  agreement  as 
followB:- 


-1- 


i'-/-  ‘ 


and 

heretp  that  the  above  provisions  of  said  agreement;  of 
June  9th,  1899,  are  not  clear,  and  it  is  doubtful  if  they 
express  the  intention  of  the  parties  thereto;  and 

WHEREAS,  a  license  was  on  the  8th  day  of  January 
1908,  granted  by  the  parties  hereto  to  the  North  American 
Portland  Cement  Company  under  certain  Edison  patents  and 
applications  therefor  to  which  the  rights  of  the  Edison 
Company  apply,  and  under  which  royalties  are  expected  to 
be  paid;  and  it  is  desirable  that  the  intention  of  the 
parties  as  to  the  distribution  of  such  royalties,  or  any 
other  royalties  or  payments  which  may  be  made  by  subse¬ 
quent  licensees,  excluding  the  Edison  Company,  under 
Edison  patents  and  applications  therefor,  shall  be  clearly 
expressed i 

NOW,  THEREFORE,  for  and  in  consideration  of  the 
sum  of  One  Dollar  to  each  in  hand  paid  by  each  of  the 
parties  hereto  by  the  other,  receipt  of  whioh  is  hereby 
acknowledged.,  the  parties  have  agreed  as  follows :- 

(1);  The  word  “barrel"  wherever  used  in  said  agree¬ 
ment  of  Junb  9,  1899,  even  when  specifically  qualified  by 

-2- 


Anu  it  is  further  understood  and 
agreed  that  if  the  said  Company  shall  grant 
any  rights  to  manufacture  under  said  EdiBon 
patents  to  other  persons,  firms,  companies, 
or  corporations,  in  all  suoh  oases  the  said 
party  of  the  first  part  (said  Edison)  shall 
receive  from  said  party  of  the  second  part 
(the  Company)  the  same  amount  of  royalty 
per  every  400  pounds  as  if  such  cement  were 
manufactured  by  said  party  of  the  second 
part; " 


l,  it  is  agreed  by  and  between  the  parties 


the  words  "of  four  hundred  pounds"  or  similar  expression, 
shall  he  always  interpreted  to  mean  a  standard  barrel  of 
throe  hundred  and  eighty  (380)  pounds. 

(2)  Whenever  any  license  is  granted  under  any 
Edison  patent  or  patents  (to  which  the  Company  has  rights 
under  said  agreement  of  June  9,  1899)  to  any  person,  firm 
or  corporation  (other  than  the  Edison  Company)  and  royal¬ 
ties  or  other  payments  are  received  therefrom  without  cost 
of  collection  or  litigation  by  either  party,  any  such 
royalty  or  other  payment  shall  be  divided  in  the  propor¬ 
tion  of  eighty  (80)  per  cent  to  the  Company  and  twenty 
(20)  per  cent  to  said  Edison,  his  heirs  or  assigns.  The 
same  arrangement  shall  apply  to  all  royalties  or  other 
payments  received  from  the  aforesaid  license  to  the  Korth 
American  Portland  Cement  Company,  or  any  3ub-lioenses 
granted  thereunder.  If,  however,  it  should  become  neces¬ 
sary  to  bring  suit  on  any  of  said  patents  to  enforce  the 
collection  of  royalties  from  the  ITorth  American  Portland 
C8ment  Company,  or  any  of  its  sub-licensees,  or  by  suit 
based  on  any  of  said  patentB  to  enforce  payment  of  royal¬ 
ties  or  damages  for  the  use  of  the  Edison  patents  by 
others,  the  said  Edison  shall  have  the  option  to  carry 
on  such  litigation  at  his  own  expense,  but  in  such  case 
any  royalties  or  payments  received  as  an  outcome  of  such 
litigation  shall  be  distributed  in  the  proportion  of 
sixty-five  (65)  per  cent  thereof  to  said  Edison,  hiB  heirs 
and  assigns,  and  thirty-five  (35)  per  cent  thereof  to  the 
Company.  If;  however,  the  said  Edison  should  decline 
or  be  unable  to  carry  on  any  necessary  litigation  for 
the  collection  of  royalties  or  payment  of  damages  for 
tho  use  of  the  Edison  patentB,  the  Company  may  undertake 
the  same,  but,  in  suoh  oace  any  royalties  or  payments 

-3- 


received  as  an  outcome  of  such  litigation  ishall  tie  distri¬ 
buted  in  the  proportion  of  eighty  (80)  per  cent  thereof  to 
the  Company  and  twenty  (20)  per  cent  thereof  to  said  Edison, 
his  heirs  and  assigns. 

(3)  The  said  agreement  of  June  9,  1899,  shall 
remain  in  full  force  and  offect.  as  defining  the  understand¬ 
ing  of  the  parties  thereto,  except,  as  above  provided,  and 
also  as  the  same  may  have  been  modified  and  interpreted  by 
agreement,  between  the  parties  hereto,  made  the  16th  day 
of  April,  1902, 

TS  WIT15BSS  ’WI05EE0E  the  parties  hereto  have  execut¬ 
ed  this  agreement  in  duplicate  the  day  and  year  first 
above  written. 


The  Edison  Portland  Cement  Cc . 

'NNte'Wv cxStfi. OTA/ Y,^  • 

0 


ICLT0V7  ALL  3.031-7  .BY  THESE  PRESEHTS,  t'nat  we 
THOI.IAS  ALVA  EDIS01T  and  JII1TA  HILLER  EDIS01T,  his  wife,  of 
Llewellyn  Park,  Orange ,  County  of  Essex  and  State  of  Hew 
Jersey,  as  a  part  consideration  for  and  in  consideration 
of  the  issuance  to  the  said  TH021AS  ALVA  EDISOII  of  common 
stock  of  THE  EDISOII  PORTLAND  CS.05TT  COMPANY,  a  Hew  Jersey 
Corporation  of  Stewartsville,  Hew  Jersey,  of  the  par  value 
of  Two  Hillion  Dollars  (§2,000,000.00)  have  granted  and  do 
hereby  grant  to  the  said  THE  EDISOiT  PORTLAiTD  CESITT  COH- 
PAHY  the  right  and  option  to  purchase  within  the  period  of 
two  years  from  the  date  hereof,  all  the  right,  title  and 
interest  which  we  have  or  may  hereafter  have  in  and  to  the 
hereafter  described  property  known  as  the  "RAUB  PARI t", upon 
the  payment  to  the  said  THOHAS  ALVA  EDISOII  of  the  sum  of 
ITine  Thousand  Six  Hundred  and  Eight  Dollars  (§9, 608. 00) to¬ 
gether  With  interest  thereon  horn  July  33,  isor,  at  SIX 

per  cent  per  annum;  subject  to  the  following  conditions, 
namely  that  in  any  conveyance  made  under  the  option  hereby 
gran'ted  the  title  to  the  property  known  as  the  "RAUB  PARM" 
together  with  the  limestone  quarry  thereon,  shall  be  in¬ 
cluded,  but  there  shall  he  reserved  to  the  grantors  the 
sine  and  all  other  mineral  rights  (with  the  sole  exception 
of  the  limestone)  and  the  grantors  shall  have  the  right 
of  entry  for  the  purpose  of  developing  and  exploiting  the 
mineral  rights  so  reserved. 

The  said^'RAUB  PAR1I" ,  an  option  for  the  purchase 
whereof  is  hereby  granted,  comprises  the  two  adjacent 
tracts  of  land, described  by  metes  and  bounds  as  follows : 

AHythat  tract  or  parcel  of  land  or  premises 
situated,  lying  or  being  in  the  township  of  Oxford,  in 


the  County  of  Warren,  in  the  State  of  Hew  Jersey  and 
hutted  and  hounded  as  follows:  Beginning  in  the  centre 
of  the  road  where  the  Bridgeville  Oxford  road  crosses 
the  Buttzville  Hazen  road  and  runs  thence  (1)  north 
eighty-six  degrees  and  thirty  minutes  East  two  chains 
and  seventy-three  links  to  point  in  centre  of  road, 

(2)  north  eighty-four  degrees  and  thirty-eight  minutes 
east  eleven  chains  and  sixteen  links  to  point  in  Buttz¬ 
ville  road,  (3;  South  four  degrees  west  fifteen  chains 
and  seventy-two  links  to  a  corner,  (4;  ITorth  eighty  de¬ 
grees  west  twelve  chains  and  sixty  links  corner  in  fence 
Pittengers  corner,  (5)  South  twenty-seven  degrees  west 
eight  chains  and  eighty-nine  links  corner  to  railroad 
line,  (6)  South  eighty-nine  degrees  west  eleven  chains 
and  forty-four  links  corner  in  fence  Radies  corner, (7) 
ITorth  twenty-eight  and  one-quarter  degrees  west  forty- 

five  dial  no  etna,  fortjr-ono  xirOco  oornor  on  Side  niili' 

hunch  of  sprouts  Raub's  corner  (8)  South  eighty-six  de¬ 
grees  forty-five  miniites  east  four  chains  and  eleven  links 
to  stake,  (9)  South  seventy  three  degrees  east  four 
chains  and  twenty-five  links  to  corner  in  fence,  (10) 
Horth  eighty-five  degrees  and  fifty  minutes  east  ten 
chains  and  sixteen  links  to  stake  arid  stones,  (11)  South 
fourteen  degrees  east  fourteen  chains  and  twelve  link3 
to  stake  centre  of  road  leading  to  Hazen  thirty-five 
links  from  Walnut  tree  ITorth  ton  degrees  ten  minutes  west, 
(12)  South  fifty  degrees  east  ten  chains  and  seventy-two 
links  to  point  in  road  leading  to  Hazen,  (13)  South  seven¬ 
ty-nine  degrees  east  six  chains  and  fourteen  links  to 
the  place  of  beginning,  being  the  forks  of  the  road  South 
of  Mansion  House  forty  two  links  Horth  sixty  degrees 
east  from  Apple  tree  Containing  eighty- eight  acres  and 

2. 


and  fifty-four  hundredths  of  an  acre  of  land  as  surveyed 
by  R.  D.  Huff  July  1907;  and 

All  that  tract  or  parcel,  of  land  and  premises 
hereinafter  described,  situate,  lying  and  being  in  the 
township  of  Oxford,  County  of  V/arren  and  State  of  Hew 
Jersey,  and  butted  and  bounded  as  follows;  Beginning  at 
the  easterly  corner  of  the  tract  of  land  described  in 
the  preceding  paragraph  of  this  instrument  and  running 
thence  .(1)  South  three  and  one-half  degrees  east,  eight 
chains  and  forty-five  links  to  a  corner  near  Pin  Oak, 
Hixon's  corner;  (2)  Horth  eighty  degrees  west,  nine 
chains  forty-one  links  to  3take,  edge  of  road;  (3)  ITorth 
nine  degrees  east,  eight  chains  and  thirty-one  links  to 
a  corner  in  the  fence,  Pittenger's  corner;  (4)  South 
eighty  degrees  east,  eight  chains  and  sixty  links  to 
the  place  of  beginning,  containing  seven  acres  and. fifty- 
four  hundredths  of  an  acre,  adjoining  the  tract  of  land 
containing  eighty-eight  acres  and  fifty-four  hundredths 
of  an  acre  particularly  described  in  the  preceding  para¬ 
graph  of  this  instrument. 


Ill  VIETCESS  Y/HEKEOP  we  have  set  our  hands  ajjd 
seals  hereto  this  15th  day  of  May  in  the  year  of  our 
Lord,  1908. 


di  •  A?  _ 


MJMORAHEUM  03?  AGRESJEHT  made  this  15th  day  of 
May,  1908,  between  THOMAS  A.  EDI SOU,  of  Llewellyn  Parle , 
Orange,  Hew  Jersey,  of  the  first  part,  and  THE  EDIS01T 
PORTLAND  CEMEHT  COMPAHY,  a  ITew  Jersey  Corporation  of 
Stewartsville,  Hew  Jersey,  hereinafter  called  the 
Company,  of  the  second  part,  WITHES SETH: 


WHEREAS  hy  an  assignment  of  even  date  herewith, 
said  Edison  has  assigned  to  the  said  Company  certain 
new  and  useful  inventions  which  he  has, made,  together 
with  the  applications  for  patent  therefor  and  the  patents 
granted  or  hereafter  to  he  granted  upon  said  applica¬ 
tions,  the  following  being  a  list  of  the  said  applica¬ 
tions  and  the  patents  already  granted  thereon: 


-  .  .  ^^CATIOIT  for  CEMEHT  BURHIHG  APPARATUS, filed 
October  24,  1S06,  serial  Ho.  340,299; 

4™SATI0-'T  f0LAPS-US  R0R  BURHIHG  PORTLAND 
CEuElTi ,  uled  Hover/iDer  26,  1906,  serial  llo.  345,041; 

^P5I1CtATI01T  for  APPARATUS  EOR  BURHIHG  PORTLAUD 
CEtUkTT ,  filed  Uovember  26,  1906,  serial  Ho.  345,042; 

APPLICATIOH  f0r  CE®TT  BURHIHG  APPARATUS,  filed 
Hovemner  26,  1906,  serial  ITo.  345,043; 


26,  1906, 


APPLI CATI01T  for  BLAST  EURUACES , 
serial  Ho.  345,044; 


filed  Uovember 


^  n  „  APPLICATIOH  for  APPARATUS  EOR  GRIHDI1TG  COAL 
filed  Uovember  27,  1906,  serial  Ho.  345,329; 

,,  _Qn_  APPLICATIOH  for  BUCKET  COHWORS,  filed  June 
14,  1907,  serial  Ho.  378,889; 


t  APPLICATIOH  for  SPROCKET  CHAIH  DRIVE,  fi' 

June  26,  1907.,  serial  Ho.  380,948; 

1907  COHVEYORS ,  filed  Hovambe: 

J.90?,  serial  Ho.  403,300; 


APPLICATIOH  for 
PEEDIHG  EIHE  MATERIAL. now 
filing;  ’ 


IMPROVEMENTS  IH’  APPARATUS  EOR 
r  in  course  of  preparation  for 


RETT  f0r  DISCHARGIHG  APPARATUS  EOR 

B33LT  COHVEYORS ,  dated  July  30,  1907,  Ho.  ' 861, 819,  and 


1. 


whereas  it  is  the  intention  of  the  parties 
I  hereto  that  while  the  said  Company  shall  he  the  sole  and 
absolute  owner  of  the  said  inventions,  applications 
and  letters  patent  granted  or  hereafter  to  he  granted 
and  shall  have  the  sole  and  exclusive  right  to  use  the 
said  inventions,  applications  and  letters  patent  so  far 
as  they  relate  to  the  cement  industry  and  shall  .have  the 
sole  right  to  grant  licenses  or  other  rights  thereunder, 
that  nevertheless,  if  any  rights  are  granted  in  or  to  or 
under  any  of  the  said  inventions,  applications  and  let¬ 
ters  patent  by  the  said  Company  for  use  in  other  in¬ 
dustries  than  the  cement  industry,  the  said  Company  shall 
pay  to  the  said  Edison  ninety  per  cent  of  all  such  con¬ 
siderations; 


BOW,  THEREFORE,  In  consideration  of  the  prealeea 
and  of  the  s«  of  On.  hollar  In  hand  pald  hy  eaoll  of  the 
parties  hereto  to  the  other,  receipt  of  which  Is  hereby 
acknowledged,  IT  IS  mrrh,  „y  let».en  the  parties 
hereto  as  follows: 

THE  EDISOE  PORTLAND  CBUOT  C0MPA1TY  for  itself, 
its  successors  and  assigns,  in  receiving  the  said  abso¬ 
lute  title  in  and  to  the  said  inventions,  applications 
and  letters  patent,  as  granted  by  the  said  assignment  of 
even  date  herewith,  agrees  with  the  said  Edison  that  if 
the  said  Company  shall  grant  any  rights  for  or  in  con¬ 
nection  with  any  industry  other  than  the  cement  industry, 
any  third  party  in  or  to  or  under  the  said  inventions, 
applications  or  letters  patent,  whether  by  the  sale  of 
said  patents,  or  the  granting  of  territorial  or  other 
licenses  thereunder  or  by  agreements  for  the  payment  of 


2. 


I  royalties,  or  otherwise,  then  in  that  event  any  considera¬ 
tions  received  by  the  said  Company  for  such  rights  in  cash, 
stock. or  otherwise  shall  be  divided  be Ween  the  said  Company 
and  the  said  Edison  in  the  proportion  of  ninety  per  cent  to 
the  said  Edison  and  ten  per  cent  to  the  Company. 

IT  IS  FURTHER  AGREED  that  if  the  Company  grants  any 
rights  to  others  to  use  the  said  inventions,  in  other  arts 
than  the  cement  industry  and  its  licensees  or  others  who 
obtain  such  rights  shall  be  sued  for  infringement  by  reason 
of  the  use  of  the  said  inventions;  or  if  the  Company,  when 
requested  to  do  so  by  the  said  Edison,  finds  it  necessary 
to  bring  suit  in  its  own  name  against  infringers  of  the  said 
patent b  already  granted  or  hereafter  to  be  granted  in  other 
fields  than  the  cement  industry,  then,  in  that  event,  the 
expenses  involved  in  such  litigations  shall  be  jointly  borne 
by  the  parties  hereto  in  the  proportion  of  their  respective 
rights  hereunder,  nans  ly,  ninety  per  cent  by  the  said  Edison 
and  ten  per  cent  by  the  said  Company. 

Ill  WITNESS  WHEREOF  the  parties  have  executed  this 
agreement  in  duplicate,  the  day  and  year  first  above  written, 


A*7  /?<*? 


—rf- 

■  MEMORANDUM  03?  AG-REKiiEHf ,  entered  into  this  /oS",* 
day  of  February,  1909,  by  and  between  THOMAS  A.  EDISON,  of 
Llewellyn  Park,  Orange,  Hew  Jersey,  party  of  the  first 
part,  and  SHE  EDISON  PORTLAND  CSuSTT  COMPANY,  a  corpora¬ 
tion  organized  and  existing  under  the  laws  of  the  State 
of  Hew  Jersey,  and  having  an  office  at  West  Orange,  in 
said  State,  party  of  the  second  part,  WITHES SETH  THAT: 


WHEREAS ,  the  party  of  the  second  part  was  on 
the  1st  day  of  February,  1909,  and  is  now,  indebted  to  the 
party  of  the  first  part  in  the  sum  of  five  hundred  and 
seventy  seven  thousand  and  fifty  dollars  and  eighty  four 
cents  ($577,050.84)  as  evidenced  in  part  by  certain  in¬ 
terest  bearing  promissory  notes  given  by  the  party  of  the 
second  part  and  now  owned  and  held  by  the  party  of  the 
first  part,  and  amounting  with  interest  up  to  February  1, 
1909  to  five  hundred  and  thill  tv  thousand  eight 

hundred  and  thirty  dollars  ank/'sWty  six  cents  ($533,830- 
.06),  a  list  containing  theidate\  and  amounts  of  said 
notes  together  with  accrued  interest  to  February  1,1909 
being  hereunto  annexed  as  "Schedule  A"  and  the  remainder 
of  said  indebtedness  amounting  to  forty  three  thousand 


and  two  hundred  and  twenty  dollars  and  eighteen  cents 
($43,220.18)  being  carried  as  open  accounts  on  the  books 
of  the  party  of  the  first  part,  and  being  also  listed  on 
"Schedule  A",  and 


WHEREAS,  the  party  of  the  second  part  is  de¬ 
sirous  of  borrowing  from  the  party  of  the  first  part  the 
Sian  of  one  hundred  and  twelve  thousand  dollars  ($112,000), 
for  the  purpose  of  making  certain  alterations  and  improve¬ 


ments  in  its  cement  plant  at  Stewartsville ,  H ew  Jersey, 


of  which  the  sun  of  thirty  seven  thousand  five  hundred 
and  ninety  four  dollars  ($37,594)  lias  been  already  paid 
to  the  party  of  the  second  part  hy  the  party  of  the  first 
part  as  evidenced  by  certain  of  the  aforesaid  promissory 
notes  of  the  party  of  the  second  part  now  owned  and  held 
by  the  party  of  the  first  part  and  which  are  included  in 
the  aforesaid  sum  of  $533,830.66  as  shown  by  "Schedule  A"; 
and 

WHEREAS,  the  party  of  the  first  part  is  will¬ 
ing  to  lend  the  unpaid  balance  of  the  said  sum  of  one  hun¬ 
dred  and  twelve  thousand  dollars  ($112,000)  to  the  party  of 
the  second  part  and  to  accept  its  promissory  notes  to  cover 
the  said  unpaid  balance,  to  wit:  seventy  four  thousand 
four  hundred  and  six  dollars  ($74,406.00), 

NOW,  THEREFORE,  in  consideration  of  the  pre¬ 
mises  and  of  the  sum  of  one  dollar  ($1.00)  in  hand  paid 
by  each  of  the  parties  to  the  other,  the  receipt  whereof 
is  hereby  acknowledged,  it  is  hereby  agreed  as  follows: 

The  party  of  the  first  part  agrees  to  extend 
the  time  within  which  the  said  existing  indebtedness  to 
him  by  the  party  of  the  second  part,  to  wit:  $577,050.84, 
shall  be  payable  for  a  period  of  three  years  from  February 
1,  1909,  and  to  accept  promissory  notes  bearing  interest, 
payable  annually,  from  said  date  and  running  for  a  period  oJ' 
three  years,  in  payment  of  said  notes  and  open  accounts  of 
"Schedule  A",  and  to  pay  to  the  said  party  of  the  second 
part  in  such  instalments  as  may  be  convenient  to  the  party 
of  the  first  part  the  unpaid  balance  of  said  loan  of  one 
hundred  and  twelve  thousand  dollars  ($112,000),  to  wit: 
$74,406.00  upon  delivery  to  him  of  interest  bearing  prom¬ 
issory  notes  corresponding  to  such  instalment  payments  and 

2. 


executed  by  the  party  of  the  second  part  and  running  for 
a  period  of  three  years  from  the  date  or  dates  thereof; 

The  party  of  the  first  part  further  agrees  that 
if  at  any  time  prior  to  the  date  of  maturity  of  any  of 
said  three  year  notes  herein  provided  for,  the  party  of 
the  second  part  desires  to  reduce  its  indebtedness  to  the 
party,  of  the  first  part,  the  said  party  of  the  first  part 
will  accept  as  partial  payments  upon  said  notes  any  and 
all  sums  which  shall  be  paid  to  him  by  the  party  of  the 
second  part,  interest  thereupon  ceasing  upon  all  amounts 
so  paid  from  the  date  of  payment,  and 

The  party  of  the  second  part  agrees  that  if 
during  any  part  of  the  period  covered  by  said  three  year 
notes  or  of  any  of  them  prior  to  their  maturity,  its 
business  shall  prove  sufficiently  profitable  so  that  it  be¬ 
comes  possible  for  it  to  make  payments  upon  said  notes  with 
out  impairing  its  working  capital  or  embarrassing  its  cenen' 
business,  it  will  upon  being  requested  so  to  do  by  the 
party  of  the  first  part,  pay  to  the  party  of  the  first 
part  such  sums  as  it  may  have  at  its  command  or  be  able  to 
realise  to  be  applied  upon  its  said  indebtedness  as  partial 
payments  upon  said  three  year  notes. 

IIT  WITNESS  WHEREOE,  the  party  of  the  first  part 
has  hereunto  affixed  his  signature,  and  the  party  of  the 
second  part  has  caused  its  name  and  seal  to  be  hereunto 


3. 


"SCHEDULE  A1 


-  NOTE  INDEBTEDNESS  - 


DATE  AMOUNT  _ DUE 


June  1,  1908 


Oot.  7,  1908 
"  30, 

Nov.  4, 

ITov.  5 , 

"  14, 

»  18, 

"  25, 

"  25, 

Deo. 10, 

"  19, 

"  21, 

"  26, 

Jan.  1,  1909 
»  4, 


15, 

18, 

25, 


|  7,564.20 
10,000.00 
10,000.00 
10,000.00 
10,000.00 
10,000.00 
10,000.00 
20,000.00 
20,000.00 
20,000.00 
20,000.00 
20,000.00 
25,000.00 
25,000.00 
25,000.00 
25,000.00 
50,000.00 
50,000.00 
10,000.00 
10,000.00 
10,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
5,000.00 
7,500.00 
2,500. 00 
482,564.20 


June  1,  1909 


Eeb. 

Moh. 


7, 

28; 

4, 

5 , 
16, 
18; 


»  26, 
May  1, 
"  4, 

7, 

11, 

14, 

15, 
18, 
25 


1909 


$482,564. 20 


Notes  covering  suras  advanced  as  a  part  of 
proposed  loan  of  $112,000. 


Dec. 17,  1908 
Jan.  6,  1909 
Jan. 16,  " 


18,797.00 

9,398.50 

9,398.50 

*37,5*94.00" 


$ 


37,594.00 


Interest  to  Eeb.  1,  1909  -  - 
Total  note  indebtedness  - 


$533 , 830.66 


Brouglat  Forward 


§533,830.66 


OPHT  ACC0U1TT  I1TOEBTEDHESS  - 


Open  account  to  Jan.l,  1909, 
with  interest  added  to  Feb.l,  1909 

Jan. 27, 1909  -Cash  §3,617.45 

4  days  interest  -  2.41 

Jan. 31, 1909  -Interest  on  cash 
advanced  to  Pohatcong  R.  R.  - 
Total  open  aooount  indebtedness  -  - 


38,795.66 

3,619.86 


Total  Hote  and  Open  Account  indebtedness 


$3577,050.84 


H 


Memorandum  of  Agreement  made  this  third  day  of  August, 
1909,  by  and  between  the  North  American  Portland  Cement  Company 
(hereinafter  oalled  the  Licensor)  and  Edison  Portland  Cement  Company 
(hereinafter  oalled  the  Licensee.) 

WHEREAS,  the  Lioonsor  and  Licensee  have  heretofore  made 
and  executed  a  oertain  license  agreement  daiod  January  13,  1909, 
and  a  supplement i  thereto  dated  Hay  1,  1909,  and  desire  to  make  the 
modifications  hereinafter  set  forth  therein. 

Nov/  therefore  the  said  Licensor  and  Licensee,  in  consider¬ 
ation  of  the  premises  and  other  valuable  considerations  from  eaoh 
to  the  other  moving,  have  mutually  agreed  and  by  these  presents  do 
hereby  mutually  agree  as  follows: 

Until  January  1,  1910,  the  minimum  prices  established  by 
the  Licensor  under  said  license '  agreement  and  supplement  shall  bo 
five  cent  a  per  barrel  above  the  prices  in  foroe  thereunder  on 
July  3i,  1909,  in  the  territory  in  whioh  minimum  prices  were  in 
foroe  on  that  date  and  ninety-five  (9B)  cents  per  barrel  plus 
Northampton  freight,.;  rate  in  the  District  of  Columbia,  the  States 
of  Dolawore  and  that  portion  of  Maryland  in  Territory  A. 

The  Traffic  Committee  of  the  Licensor  shall  consist  of 
nine  members  of  whom  six  members  Bhall  be  appointed  by  the  North 
Amerioan  Portland  Cement  Company,  and  three  members  appointed  by  the 
Licensee  Companies,  who  are  not  primary  licensees  of  the  North 
Amerioan  Portland  Cement  Company. 

The  Amendment  Committee  .shall  consist  of  five  members, 
of  whom  three 'members  shall  be  appointed  by  the  North  Amerioan 
Portland  Cement  Company  tuid  two  members  appointed  by  the  Licensee 
Companies,  who  are  not  primary  licensees  of  the  North  American 
Portland  Cement  Company. 

A  majority  vote  of  all  the  members  of  eaoh  oommittee 
Bhall  govern. 


Any  matters  pertaining  to  the  question  of  prides,  terms 
and  conditions  gpverning  the  sale  of  cement  must  he  ref err el  to  the 
Amendment  Committee  for  consideration,  otherwise  they  cannot  he 
acted  upon  hy  the  Lioensor.  ',  \ 

33T  WITNESS  WHEREOF  the  lioensor  has  caused  the  presents 
to  he  executed  hy  itB  President  and  the  licensee  has  caused  the 
same  to  he  exeouted  hy  the  Chairman  of  itB  Board  and  its  Vice- 
President  the  day  and  year  first  above  written. 


Richard  W.  Kellow  File 
Real  Estate  and  Insurance  (1903-1910) 


This  folder  consists  primarily  of  agreements  relating  to  real  estate 
owned  or  leased  by  Edison  or  members  of  his  family.  Included  are 
documents  regarding  the  purchase  of  property  at  1 0  Fifth  Avenue,  New  York 
City;  the  rental  of  Edison's  property  in  Bloomfield  and  Belleville,  New  Jersey; 
and  landscaping  at  his  winter  home  in  Fort  Myers,  Florida.  Also  included  is 
correspondence  from  Thomas  A.  Edison,  Jr.,  concerning  the  leasing  of  land 
in  Salisbury,  Maryland,  for  William  Leslie  Edison,  along  with  items  pertaining 
to  insurance  on  the  Edison  Phonograph  Works  and  on  Edison's  property  in 
Ogden,  New  Jersey.  The  documents  are  from  envelopes  26,  30,  41 ,  72, 
119, 121,  and  149. 


2/ll/03/EAJ/t 


|  CLw \jlcJL  JLLJfctT 

in  re  Insurance: 


Mr.  W.  S.  Mallory,  V.  P. 

■  Bear . Sir :  — 

In  reply  to  your  favor  of  the  |9th  inst 
1st,  the  amount  of  insurance  expiring  by  months,  is  as 
follows:  1 


April 

May 

June 

October 

November  „ 

December 

January  1904 

February 


$10,000. 
500. 
2,500. 
54,750. 
35,000.  • 
22,500. 
20,800. 
1.800. 
$147  ;-85-d— 


1*$- 


per  hundred.  Buildings  and  machinery  $1.26  to  $1.5627 

3rd.  The  amount  we  will  save  in  case  we  shut  down  the 


Power  plant  will  be,  labor-  $3.60;  wood-$3.80,  total  $7.40  per  day, 

equal  to  month  of  30  days-  $222. 


4th.  Total  amount  of  premiums  we, will  pay  Col.  Wood  at 
present  rates,  for  one  year,  $2,138.72,  equal  to  $178.23  per  month. 
-  Yours  very  truly, 


iTimtcnt 


the  seventh  day  of  March, 


A.  D.  one  thousand  nine  hundred  and  six , 

Between  Katherine  A.  MoClusk^y,  of  the  City  and  County  of  Burling¬ 
ton,  State  of  New  Jersey  of  the  first  part,  and 

Prank.  L.  Dyer,  of  Montclair,  State  of  New  Jersey, 


lUitUCSBCtl)  that  the 


party  of  the  second  part,  that  She  will  well  and  sufficiently  convey  to  the  said  party  of  the  scconc 
part  his  heirs  and  assigns  at  the  Offioe  of  A. W. Dresser,  #333  High  St. 


in  the  Township  and  County  of  Burlington,  State1  ofNew  Jersey',’  “ 
being  the  same  land  and  premises  which  Y/illiam  Butler  and  Sallie 
nifL wif0i  dated  June  24,  1903,  and  recorded  in  the  Clerk’s 

Oft  ice  of  Burlington  County  aforesaid  in  Book376  of  Deeds,  page  254 
&o.,  and  according  to  said  Deed  containing  twenty-one  acres  of  land 
Taxes  and  Fire  Insurance  to  be  adjusted  to  date  of  settlement. 


And  the  said  party  of  the  second  part,  for  himself,  his 

hen  executors  and  administrators,  doth  covenant,  promise  and  agree  to  and  with  the  said  party  of 
the  fust  part,  that  he  shall  and  will,  on  executing  the  said  conveyance,  pay  to  her, 

the  said  Part>'  of  the  first  part  her  heirs  or  assigns,  the  sfiKKsum  of 
five  hundred  dollars,  as  and  for  the  purchase  money 

of  the  said  tract  or  piece  of  land  above  mentioned,  and  execute  a  bond  and  first  mort¬ 
gage  on  the  premises  for  the  balanoe  of  the  purchase  price,  payable 
4114  fifty  dollars  the  first  year,  two  hundred  and  fifty 
dollars  the  second  year,  and  the  balanoe  atbthe  end  of  the  third 
year,  at  five  per  centum,  per  annum. 

®add  pa;ty  the  first  part  will  sell  to  said  party  of  the  second! 
part  the  above  described  premises  at  the  price  or  sum  of  thirty-two 
hundred  and  fifty  dollars,  payable  one  thousand  do ?^rs  on  date  of 
ihe  balance  to  be  seoured  by  bond  and  first  mortgage  on 
the  premises  at  five  per  cent. per  annum,  principal  to  be  due  in 
three  years  form  date  of  settlement. 


II  and  singular  tjia-  aidr-the>~Sfti4 

rlheir  heirs,  executors  andacffiThustotors,  each  to  the  other. 


The  observance  of  the  following  suggestions  will  save  time  and  trouble 
at  the  closing  of  this  Title. 


Thb  Sbccbr. 


AGREEMENT,  made  this  I {j  dnyof  May,  190  6, 

between  WASHINGTON  AHCH  REALTY  COMPANY,  a  corporation  organized 
and  existing  under  and  by  virtue  of  the  Laws  of  the  State  of 
Haw  York,  Si  (7) 

hereinafter  described  as  the  seller,  and  HINA  M.  EMCfiOH  ofO^^Naw^eay , 


hereinafter  described  as  the  purchaser, 

WITNESSETH,  That  the  seller  agrees  to  sell  and  convey,  and  the  purchaser  agrees 
to  purchase  all  that  lot  of  land,  with  the  buildings  and  improvements  thereon,  in  the  Borough 

of  Manhattan,  City,  County  and  Stato  of  New  York, 
described  as  follows : 

BEGINNING  at  the  corner  formed  by  the  intersection 
of  the  Northerly  side  of  Clinton  Place  and  the  Westerly  side  of 
Fifth  Avenue;  thor.ce  running  Northerly  along  the  Westerly 
aide  of  the  naid  Avenue,  twenty-eight  (2f>)  foot,  six  (6)  in¬ 
ches;  thence  Westerly  and  part  of  the  distance  through  a  party 
wall,  and  on  a  line  parallel  with  Clinton  Place,  ono  hundred 
(100)  feet;  thence  Southerly  and  on  .  a  line  parallel  with 
Fifth  Avenue,  twenty-eight  (38)  feot ,  six  (6)  Inches ,  to  the 
Northerly  side  of  said  Clinton  Place,  and  thence  Easterly 
along  the  Northerly  aide  of  Clinton  Place,  one  hundred  (100) 
feot  to  the  place  0f  beginning. 

SUBJECT,  however,  to  a  state  of  facta  shown  by  the 
ourvey  made  by  George  C.  Hollerith, av  copy  of  which  is  hereto 
annexed.  Also  subject  to  the  right  of  occupancy  by  one 

R.  Hall  McCormick  of  Chicago,  Ill.,  up  to  and  including  the 
Elat  day  of  June,  190G,  without  paying  any  rent  th9r9for. 

The  gax  fixtures  on  the  parlor  floor  and  the  mirror 
on  the  second  floor  are  not  included  in  the  sale  of  the  above 
described  premises. 


The  price  is  ONE  HUNDRED  AND  TWELVE  THOUSAND  FIVE  HUNDRED 
(§112,500)  Dollars,  payable  as  follows : 

TEN  THOUSAND  (§10,000) 

Dollars  on  the  signing  of  this  contract,  the  receipt  of  which  is  hereby  acknowledged. 

TWENTY-SEVEN  THOUSAND  FIVE  HUNDRED  ($27,500) 

Dollars  in  cash  oil  the  delivery  of  the  deed  as  hereinafter  provided. 

SEVENTY- FIVE.  THOUSAND  ($75,000)  DOLLARS  by  taking 
said  props rty  subject  to  a  mortgage  for  that  amount  bearing  lnr 
terest  at  the  rate  of  five  per-cent  per  annum, tovbea  lien  upon 
Bald  premloeo,  due  June  30th,  1907. 


All  fixtures  and  personal  property  appurtenant  to  or  used  in  connection  with  said  prem- 

ises  we  included  in  this  sale. except  Mriinbefore  Mentioned 

The  deed  shall  be  delivered  upon  the  receipt  of  said  payments  at  the  office  of  Mes  B  rs  . 

Morris,  Sentell  &  Main,  16  Exchange  Place,  N.  Y.  City, 

on  May  21st,  1906,  at  twelve  o'clock  noon. 


I  The  seller  hereby  declares  that  the  sum  paid  on  the  execution  of  this  contract,  together 
with  all  other  sums  which  the  purchaser  may  pay  on  account  of  the  purchase  price  before 
the  delivery  of  the  deed  hereunder,  and  the  reasonable  expense  of  examination  of  the  title 
to  said  premises  are  a  lien  thereon,  and  may  be  enforced  by  a  sale  of  the  seller’s  interest  in 
said  premises. 

The  deed  shall  be  a  full  covenant  warranty  deed  in  proper  form,  and  shall  be  duly 
executed  and  acknowledged  by  the  seller,  at  the  seller’s  expense,  to  convey  to  the  purchaser, 
or  the  purchaser’s  assigns,  the  absolute  fee  of  the  above  premises,  free  of  all  incumbrances, 
except  as  above  stated. 

All  instruments  to  be  given  hereunder  are  to  be  in  the  statutory  short  form. 

Rents  and  interest  on  mortgage,  if  any,  are  to  be  apportioned. 

The  risk  of  loss  or  damage  to  said  premises  by  fire  until  the  delivery  of  the  deed  is 
assumed  by  the  seller. 

The  stipulations  aforesaid  are  to  apply  to  and  bind  the  successors,  heirs,  executors, 
administrators  and  assigns  of  the  respective  parties. 

The  seller  agrees  that 


WHEREAS  the  Washington  Arch  Realty  company 
md  Minah  Mi  Edison  have  on  the  18th  day  of  May,  1906 

I  entered  into  an  agreement  for  the  sale  by  the  former  to  the 
latter  of  the  premises  on  the  northwest  corner  of  Fifth 
Avenue  and  Clinton  Plaoe,  in  the  city  of  New  York,  and  one 
of  the  conditions  of  said  contract  is  that  the  vendee  shall 
on  the  signing  thereof  pay  unto  the  vendor  the  sum  of  Ten 
Thousand  ($10,000.)  Dollars,  and 

WHEREAS  the  parties  hereto  wish  to  modify 
the  same  so  that  the  sum  of  Ten  Thousand  ($10,000.)  Dollars 
shall  be  deposited  with  the  Title  Guarantee  &  Trust  Co., 

It  is  now  stipulated  by  and  between  them  that  the 
deposit  by  the  vendee  shall  be  taken  as  a  compliance  with 
the  terms  of  the  said  contract  and  on  the  taking  of  title 
by  the  vendee  the  Title  Guarantee  &  Trust  Co.  shall,  and 
they  are  hereby  directed  to  pay  over  the  said  sum  of 
Ten  Thousand  ($10,000.)  Dollars  to  the  vendor.  ... 

•-  _ 


twenty- first 


o/ - 16y 


t  &nc  i/toaiaiid  'i 


IBctmmt  WASHINGTON  ARCH  REALTY  COMP  AMY,  a  corporation  duly 
organized  and  existing  under  and  by  virtue  of  the  Laws  of  the  State 
of  New  York,  party  of  the  first  part,  and  MINA  M.  EDISON  of 
XLewellyn  Park,  State  of  New  Jersey,  _ _ ^ 


, _ - — "  "  _ . _ _  party  *>/  d/tc  Second’  /aid  : 

^■HxtllCSSCiTx,  Mat  d/ie  Mad  /awl'  y  ^  d/tc  /wit  /toad,  in  con&ideration  o/Z 

f/tc  Mini  cj/  One  Hundred  ($100)  - : — ! - . - do//arA, 

/am/a/  money,  o/  f/te  fy/ni/cd  //Zatci,  and  other  valuable  consider¬ 
ations,  - /aid  ,lyi  d/t&  /aid  y  <0/  d/ie  Accond 

/aid,  dooB  /tene/y.  yrant  and  ne/caAe  aide  i/ie  Aaid  /ant  y  0/  d/tc  Aecond 
/aid  her; — . ,/eiiA  and  aiieyiiA  /oi<evcn,  3VH  that  certain  lot,  piece 
or  parcel  of  land,  with  the  dwelling  house  thereon  erected,  sit¬ 
uate,  lying  and  being  in  the  Borough  of  Manhattan,  City,  County 
and  State  of  New  York,  and  bounded  and  described  as  follows,  to- 


BEGINNING  at  the  corner  formed  by  the  intersection  of  the 
Northerly  side  of  Clinton  Place  and  the  Westerly  side  of  Fifth 
Avenue;:  thence  running  Northerly  along  the  Westerly  side  of  the 
said  Avenue,  twenty-eight  (28)  feet,  six  (6)  inches;  thence  West¬ 
erly  and  part  of  the  distance  through  a  party  wall  and  on  a  line 
parallel  with  Clinton  Place,  one  hundred  (100)  feet;  thence  South¬ 
erly  and  on  a  line  parallel  with  Fifth  Avenue, ^twenty-eight  (28)  _ 

feet,  six  (6)  inches,  to  the  Northerly  side  of  said  Clinton  Place, 
and  thence  Easterly  along  the  Northerly  side  of  Clinton  Place,  one 


wit/  t/te  a/i/urtcnancci ;  and  a//  t/tc  citato  amt  riy/iti  of  t/ie 
iaiet  /amt  y  of  t/e  frit  /art,  in  and  do  iatd  /in cmiici . 

$cr  frame  and  to  koltt  tL  a/ovo  granted /cremiici.  unto  t/tc  iatd /amt  y 
f  t/to  iccond  /taid -  her  -  /ciri  and  aiieyni  for  even. 


iar^^  ^'C  iatC^  Wa0hin^on  Arch  Realty  Company,  party  of  the  first 
^■es  covenant  ait/  t/e  iatd /art  y  of  t/e  iccond /art  ai  fottowi  : 

J/at  tAe  iatd  Washington  Arch  Realty  Company,  the 

/art  y  of  t/e  frit  /art,  is  Acijfcd  of  d/to  iatd  /remtiei  dm  fe  Aim//, 
and  /a&  tjfood  rrjr/t  do  comiey,  t/io  iame. 

gccoufl.  Z/at  t/ie  /art  y  of  t/tc  iccond  /art  i/ia //  sjuiet/y  ett/cy.  t/tc 
Aaict  /remtiei. 

-  Suit'd"  c J/at  t/ie  iatd  /remtiei  arc  fee  from  inacm/rancei ,  except 


gfcmrlTt.  J/at  d/te  /art  y  .of  d/tc  frit  /art  at//  execute  or  /tro> 
any.  fant/en  nccciianjf  aiiarance  of  t/ie  tit/e  to  iatd  /remtiei. 

J/at  d/ic  said  party  of  the  first  part  _ 

at//  forever  warrant  d/te  dt(/e  do  Mud  /remtiei 


■  -Iff.  WITNESS  wiPiREOF  the  said  party  of  the  first  part  has 
hereunto  caused  these  presents  to  be  signed  by  its  President  and  its 
corporate  seal  to  be  hereto  affixed1,  the  day  and  year  first  above 
writ  ten  •  .  \ 


In  the  presence  of. 

U 


tZ^a, 


NATIONAL  PHONOGRAPH  CO. 


ORANGE,  N.  J. 

EDISON  PHONOGRAPHS  &  REGORDS. 


C 


Nov.  1st, 1906. 


Mr.  John  E.  Randolph, 

Edison  laboratory,- 

Orange,  N.  J,, 

Dear  Sir: 

In  re  No.  10  Fifth  Avenue.; 

I  send  you  herewith  the  following  papers: 

Abstract  of  Title; 

Deed  from  McCormick  to  Washington  Arch  Realty  Co.; 

Contract  between  the  Washington  Ar  Co.  and  Mrs.  Edison; 

Stipulation  re  first  payment-; 

Deed  from  Washington  Ar.Co.  to  Mrs.  Edison; 

Pblicy  of  Title  Insurance  #227,217;  amount  $112,500.; 

Eire  ins.Poiipy  #583,535,  Westchester  E.I.Co.,  expiring 
October  5th, 1909;  amount  $10,000.;  • 

Notice  and  correspondence  re  Mortgage  $75,000.;  This 
mortgage  is  due  June  30th,1907;  and  the  interest  :is  payable  semi¬ 
annually,  December  1st,  and  June  1st.  The  first  payment  is  — 
December  1st,  and  will  cover  the  period  from  May  21st,  1906  to 
December  1st.  . 

Bill  of  John  H.  Wood,  amounting  to  $25.00.,  for  premium 
on  Policy  #583,535,  Westchester.  E.I.Co.-;^ 

Letter  from  the  National  Co.,  dated  May  21,1906,  with 
which  I  received  a  check  for  $27,500. 

Eor  the  purposes  of  your  book  entries,  I  will  state 
that  the  first  payment  on  the  making  of  the  contract  of  purchase 
was  made  May  18th,  1906,  and  amounted  to  $10,000,  The  final 
payment  on  the  cash  consideration  was  made  May  2lst,  1906,  and . — 


Mr.  John  B.  Bandolph, -i-2  Bov.  1st ,1906. 

amounted  to  $27,500.,  making  the  total  cash  consideration 
$37,500.  The  mortgage  on  the  property  is  $75,000.,  making  the 
total  valuation  $112,500. 

The  Beal  Estate  Tax^Bill  on  this  property  for  the 
yadr  1907,  was  turned  over  to  Mr.  Westee,  and  paid  laBt  month. 
You  can  obtain  the  figures  from  him. 

There  are  two  additional  Eire  Insurance  Policies  on 
this  property,  and  of  which  Hr.  Westee  has  a  record.  Thajpjoll- 
cies  at  the  present  time  are  held  by  Mr.  Wood,  and  will  be  re¬ 
newed  by  him  upon  their  expiration;  one  of  them  expiring  thiB 
month,  and  the  other  next  month. 

I  am  sending  a  copy  of  this  letter  to  Mr.  Westee, 
so  that  you  may  confer  with  him  in  reference  to  entering  up 


This  contract  entered  into  this  17th  day  of  .May,  1007,  Be-  '  | 

.  t’W08n  Th0s*  A*  Edison.  Party  of  the  first  part  and  W.  H.  Towles  'O 
and  VI.  T.  Hull,  parties  of  the  second  part-  Witnessothj  that  the  1 
party  of  the  1st  part  agrees  to  pay  §6  each  for  Royal  Palm  trees, 
set  out  on  Riverside  Avenue  between  Manuals  Branch  and  The  A.C.L.  J 
R.R.  in  the  Town  of  Pt.  Myers,  said  trees  to  bo  planted  20  foot  a-'p 
pr*t  on  both  sides  of  said  avenue,  as  laid  out  by  County  Survey* or J 
|  R.  B.  Leak  and  the  work  to  bo  completed  by  the  28th  of  June, 1007.  ^ ' 

|  The  party  of  the  1st  port  agrees  to  furnish  1/2  of  a  two  horse  wa-Sflj 

•  (f  -  v  ^  parties  of  th0  second  P^t  have  entered  into  a  bond  of 
L.V;.^iooo  and  agree  to  furnish  said  trees  to  be  not  less  than  three 

.  same  by  crates  the  said  bond  is  attached  to  and  becomes, a  part  of 
this  Contract.  .  £ 


JJpalod  in  presence  of, 

l(OlA^cL(Ujiyki 


Party  of  1st  Part. 


decoct 


We  the  undersigned  our  heirs,  ex  &  assigns  are  held  and 
firmly  bound  in  the  sum  if  $1000.  To  Thos.  A.  Edison.  Thin  c  on- 
ditlon  of  'the  above  abligatlon.  is  that  we  are  to  furnish  and 
plant  and.  take  care  of  and  replant  if  necessary  should  any  die, 
Royal  Palm  Trees  as  specified  and  as  set  forth  in  the  attached 
contract  if  the  said  contract  is  faithfully  carried  out  this  ob¬ 
ligation  to  be  null  and  void,  otherwise  to  remain  in  full  force 
and  effect.  ;  -i 


Ft.  Myers, 

Lee  Co.  Fla.  !) 

Subscribed  before  me  this  day) 

above.  ) 

) 


Notary  Public. 


V 

KIIOW  ALL  MEN  BY  THESE  PRESENTS,  That,  Y/HEREAS,  under 
and  by  virtue  of  a  certain  indenture  of  mortgago,  dated  Aug¬ 
ust  2nd,  1897,  made  and  oxeouted  by  the  Edison  Phonograph 
Works  to  the  Fidelity  Trust  Company  of  Newark,  N.  J. ,  as 
Trustee,  it  v/aB,  among  other  things,  provided  that  tho  said 
Works  should,  so  long  ub  the  bonds  issued  undor  said  mortgage 
remained  outstanding  and  unpaid,  keep  its  buildings  and  other 
■j  property  fully  insured  in  and  by  responsible  insurance  com- 
I  panies  against  loss  or  damage  by  firo  or  lightning,  and 

WHEREAS,  pursuant  to  such  provision  contained  in  said 
S'  mortgage,  the  said  Works  have  caused  to  be  issued  policios 
of  insurance  on  its  said  property  in  the  companies  contain¬ 
ed  in  the  following  list  of  the  amounts  set  forth  in  said 
list  which  said  policies  expire  at  the  dates  also  sot  forth 
in  said  list,  which  list  is  as  follows :- 


Pol. Ho.  Insurance  Co. 


Amt.  of  Ins.  Expires 


6410352  London  &  Lancashire 
3064  Springfield 
4404  Phenix  of  Brooklyn 
11413  Standard 
504877  Ytestorn,  Pittsburg 
3966  Hartford 
31750  Northern  of  London 
31758  Northern  of  London 
30891  Royal 
4882523  Norwich 
288702  Orient 
339744  Globe  &  Rutgers 
4403  Phenix  of  Brooklyn 
104757--  Commercial  Union 
750883.  Mich.  Commercial 
1852685  How  Hampshire 
31748  Northern,  London 
62795  Rochester  German 
113975  Shawnee 
350753  Blobe  &  Rutgers 
303123  Equitable 
248422  Svea 
29305  Home 
'4969  Connecticut 
187107  Federal  . 

2834  But oho sb 
76120  Northern,  H.  Y. 


$2500.00 
2500.00 
2500.00 
2500.00 
3000.00 
1500 ;00 
5000.00 
6000.00 
10000.00 
2500.00 
2500.00 
5750.00 
2500.00 
2500.00 
2500.00 
2000.00 
5000.00 
2500.00 
2500.00 
2000.00 
1000.00 
2500.00 
15000.00 
2500.00 
2500.00 
2500.00 
1000.00 


Jan.  1,1908 


! 


Pol  .llo . 

Insurance  Co. 

Amt .  of  Ins . 

Expires 

1233 

Aetna 

§5000.00 

Jan. I, 1908 

970008 

North  Rivor 

3750.00 

1221 

Aetna 

3000.00 

3900 

Hartford 

5000.00 

July  1,1908 

700282 

Star 

2500.00 

75636 

Gorman  American 

5000.00 

Jan.  1,1908 

80647 

Underwriters  Policy 

2000.00 

1817254 

Franklin 

1500.00 

3530395 

Fire  Assoc,  of  Phila. 

2500.00 

4928928 

Norwich  Union 

3000.00 

29306 

Horae 

4000.00 

ii 

3103 

Springfield 

2500.00 

ii 

91902 

Penna. 

2500.00 

it 

75998 

German  American 

2500.00 

31791 

Northern  of  London 

2500.00 

52037 

Westchester 

2500.00 

2596353 

Atlas 

2500.00 

104768 

Commercial  Union 

2500.00 

750885 

Mich,  Com'l 

2500.00 

4882525 

Norwich  Union 

30 JO. 00 

344064 

Ina.  Co.  of  the  State  of  Pa 

.  2500.00 

July  1,1908 

40977 

Now  Brunswick 

2000.00 

Jan.  1,1908 

1260 

Aetna 

2750.00 

July  1,1908 

370116 

Globe  &  Rutgers 

1000.00 

» 

31756 

Northern  of  London 

6500.00 

Jan.  1,1908 

75638 

German  American 

5000.00 

52010 

Westchester 

3500.00 

229276 

Hanover 

2500.00 

75633 

German  American 

3000.00 

750881 

Mich.  Commercial 

3000.00 

344065 

Ins. Co.  of  the  State  of  Pa. 

2500000 

July  ”1, 1908 

529670 

Western,  Pittsburg 

1600.00 

3065 

Springfield 

1000.00 

Jan.  1,1908 

52034 

Westchester 

1000.00 

II 

52017 

Westchester 

2500.00 

W 

•  91903 

Penna. 

2000.00 

H 

31762 

Northern,  London 

2000 ; oo 

It 

504952 

Western,  Pittsburg 

1000.00 

H 

182561 

Delaware  of  Delaware 

1500 .00 

II 

31827 

Northern,  London 

2000^00 

3981 

Hartford 

1000^00 

July  1,1908 

5035 

Connecticut 

iooo ; oo 

1252 

Aetna 

1500  .'00 

78550 

Northern,  N.  Y. 

2500.00 

4510 

Phenix,  Brooklyn 

2500.00 

I  29-7343 

Home 

2500  .'00 

3207 

Springfield 

2500.00 

52012 

Westchester 

2500.00 

Jan.  1,1908 

52062 

Westchester 

500.00 

52011 

Westchester 

2500.00 

4938 

Connecticut 

2000.00 

970915 

North  River 

3000.00 

339172 

Ins. Co.  of  the  State  of  Pa. 

2500.00 

62843 

Rochester  German 

2600.00 

229289 

Hanover 

2500.00 

2812 

Dutchess 

2500.00 

77903 

700283 

Northern,  N.Y. 

Star 

2500.00 

4000.00 

July  1,1906 

3206 

Springfield 

2500.00 

3730405 

Fire  Assoc,  of  Phila. 

2500.00 

4509 

Phenix  of  Brooklyn 

2600.00 

11 

/ 


Pol. Ho. 

Insurance  Co. 

Amt .  of  Ins . 

Expires 

31752 

northern  of  London 

$2500.00 

Jan,  1,1908! 

91854 

Penna . 

2500.00 

" 

1852676 

How  Hampshire 

2500.00 

n 

2270711 

Royal  Exchange 

2500.00 

Jan.  1,1908 

153730 

Gorman  American 

1500.00 

11 

153731 

German  Amor icon 

2000.00 

31742 

Horthem  of  London 

3500.00 

ii 

4937 

Connecticut 

2500,00 

July  1,1908 

31829 

northern  of  London 

4000.00 

95339 

Penna. . 

2500.00 

31754 

northern  of  London 

2500.00 

Jan.  1,1908 

52057 

Westchester 

500.00 

339742 

Globe  &  Rutgers 

6000.00 

1200 

Aetna 

1000.00 

52058 

Westchester 

2000.00 

104767 

Commercial  Union 

5000.00 

75634 

German  American 

1000.00 

1212 

Aetna 

1000.00 

31015 

northern,  London 

1000.00 

3730403 

Fire  Assoc,  of  Phila. 

2500.00 

July  1,1908 

91905 

Penna.  . 

2500.00 

Jan.  1,1908! 

52036 

Westchester 

5000.00 

Jan.  1,1908| 

75997 

Gorman  American 

2500.00 

1222 

Aetna 

1800.00 

52074 

Westchostor 

3500.00 

July  1,1908; 

76482 

Goman  American 

2500.00 

31832 

northern  of  London 

4500.00 

52019 

Westchester 

4000.00 

Jan  •  1 ,19C6 

75846 

German  American 

2000.00 

229305 

Hanover 

2000.00 

350803 

Globe  &  Rutgers 

1000.00 

52035 

Westchester 

1250.00 

52056 

Westchester 

3000.00 

ii 

350987 

Globe  &  Rutgers 

1250.00 

» 

378061 

Globe  ts  Rutgers 

2000.00 

July  1,1908 

170339 

Providence  Washington 

2000.00 

A3TD,  'WHEREAS,  the  said  policies  of  insurance  have 


heen  cancelled  and  it  is  the  purpose  of  Baid  Works  to  hence¬ 
forth  carry  its  own  insurance,  and 

WHEREAS,  a  fund  has  been  provided  under  the  direc¬ 
tion  of  the  Board  of  Directors  of  said  WorkB  to  provido  for 
protection  against  loss  hy  fire,  lightning,  etc.,  and 

WHEREAS,  certain  sums  of  money  are  due  and  payable 
to  the  said  Works  as  return  premiums  on  said  policies,  and 

WHEREAS,  the  said  policies  of  insurance  have  been  de¬ 
posited  with  and  are  now  in  the  possession  .of  the  Baid  Fi¬ 
delity  Trust  Company,  Trustee  as  aforesaid,  and, 


WHEREAS ,  it  is  necessary  that  said  policies  should 
he  returned  to  the  various  companies  issuing  the  same  in 
order  for  the  said  Works  to  prooure  the  payment  to  it  of  tho 
i  rebate  of  premiums  thereon,  and, 

WHEREAS,  tho  said  Works  have  requested  tho  said  fidel¬ 
ity  Trust  Company,  Trustee  as  aforesaid,  to  return  to  it 
the  said  Insurance  Policies  in  order  that  the  amounts  duo 
thoreon  to  said  Works  as  rebate  premiums  may  be  collected 
from  said  Insurance  Companies,  in  which  request  we  the  under¬ 
signed,  hereby  join;  and 

WHEREAS  ,  in  consideration  of  the  premises  liorein 
recited  and  set  forth,  and  of  tho  covenants  and  promises  hero¬ 
in  contained,  tho  said  fidelity  Trust  Company,  Trustee  as 
aforesaid,  has  agreed  and  hereby  does  agree  to  return  to  i 

said  Works  the  said  Policies  of  Insurance  above  set  forth; 
and, 

WHEREAS,  there  is  still  outstanding  and  unpaid  Two 
Hundred  and  fifty- Two  of  said  bonds,  of  the  par  value  of 
One  Thousand  Dollars  each,  Two  Hundred  and  Nineteen  of  which 
bonds  are  held  by  us,  tho  undersigned,  and  thirty  three 
thereof  are  held  by  other  persona;  and 

WHEREAS,  under  and  by  virtue  of  the  tormB  of  the  said 
;  bonds,  twelve  of  said  bonds  became  due  and  payable  on  the 
:J  second  day  of  August  in  each  year  during  tho  continuance  of 
ij  said  mortgage;  and, 

WHEREAS,  among  the  twelve  bonds  becoming  due  and 
j  payable  on  the  Second  day  of  August  next  are  five  of  the 
||  said  thirty  three  bonds  now  hold  by  others  than  the  undor- 
|  signed,  so  that  on  and  after  August  2nd,  1907  but  twenty 
||  eight  bonds,  other*  than  those  hold  by  the  undersigned  will 
jj  be  outstanding  and  unpaid; 


NOW,  T1IEREP0RE,  THIS  INDENTURE  WITNESSETH,  that  for 
and  in  consideration  of  the  return  of  said  Inauranco  Policies 
by  the  uaid  Pidelity  Truat  Company  as  aforesaid,  to  the  said 
Works,  we,  the  undersigned,  lira .  Hina  3d.  Edison,  holder 
and  owner  of  one  hundred  and  fip^T'sevcn  of  said  bonds; 

Thomas  A.  Edison,  holdor  and  ovmor  of  Sixty-two'  of  said 
bonds,  and  Madeline  Edison,  holder  and  owner  of  ten  of  said 
bonds,  all  of  West  Orange,  in  the  County  of  Essex  and  State 
of  New  Jersey^  for  ourselves  and  our  and  each  of  our  execu¬ 
tors,  administrators  and  assigns,  hereby  waive  all  claims 
or  demands  in  law  or  in  equity  which  we  or  either  of  us  have 
or  might  have  against  .ho  said  Pidelity  Trust  Company,  Trust¬ 
ee  as  aforesaid,  for  or  on  account  of  tho  covenant  in  said 
mortgage  requiring  tho  property  of  tho  said  Works  to  bo  in¬ 
sured  in  responsible  insurance  companies  or  for  or  on  account 
of  any  claim  or  demand  of  any  nature,  arising  under,  by  vir¬ 
tue  of  or  in  any  wny  relating  to  said  covenant  or  any  breach 
thereof,  and  we  the  undersigned,  hereby  agree  to  deposit  with 
tho  said  Pidelity  Trust  Company,  Trustee  as  aforesaid,  se¬ 
curity,  to  be  approved  by  said  Trustee,  to  tho  extent  of 
Thirty  Thousand  Dollars  to  indemnify  the  said  Trustee  against 
qny  claims  or  demands  by  or  on  tho  part  of  tho  holders  of  • 
the  remainder  of  the  said  bonds,  outstanding  and  unpaid,  or 
thoir  legal  representatives,  for  or  on  acoount  of  tho  said 
covenants  in  said  mortgage  providing  for  the  insurance  of 
the  property  of  tiie  said  Works,  as  aforesaid,  or  any  breach 
thereof  * 

And  we,  the  undersigned,  in  consideration  of  the  re¬ 
turn  of  said  Insurance  Policies  by  said  Pidelity  Trust  Com¬ 
pany,  Trustee  as  aforesaid,  to  said  Works,  hereby  further  co- 
venantfl  and  agreed  that  neither  we,  nor  any  of  us,  will  part 


with  the  ownership  of  or  transfer  or  pomit  to  ho  .transferred, 
any  or  all  of  said  bonds  now  held  and  owned  by  uo  as  afore¬ 
said,  without  the  consent  in  writing  of  the  aaid  fidelity 
Trust  Company,  Trustee  as  aforesaid,  which  said. consent  shall 
be  given  by  the  r.aid  Trustee  upon  our  depositing  v/itli  the 
Fidelity  Trust  Company,  Trustee  as  aforesaid,  collateral 
security,  to  be  approved  by  it,  of  the  value  of  the  bonds  so 
proposed  to  be  transferred  by  U3  or  either  of  us,  to  indemni¬ 
fy  the  said  trustee  against  any  claim  on  the  part  of  the  fu¬ 
ture  .ownors  of  said  bonds  on  account  of  3aid  covenant  of 
insurance  contained  in  said  mortgage. 

And  we,  the  undersigned,  in  consideration  of  the 
transfer  of  said  Insurance  Policies  as  aforesaid,  further  co¬ 


venant  and  agree  that  should  the  market  valuo  of  any  of  the 
collaterals  deposited  or  to  be  deposited  by  us  with  said  Fi¬ 
delity  Trust  Company,  Trustee  as  aforesaid,  at  any  time  fall 
below  the  value  of  the  said  bonds  held  and;  owned  by  others, 
and  not  hold  and  owned  by  us,  we  will,  upon  the  request  of 
said  Fidelity  Trust  Company,  Trustee  as  aforesaid,  deposit 
with  said  Trustee  further  collaterals  so  that  at  all  time  the 
collaterals  so  held  by  said  Fidelity  Trust  Company,  Trustee 
as  aforesaid,  as  herein  provided,  shall  be  equal  to  the  value 
of  the  bonds  not  owned  and  held  ,by  us  or  either  of  us . 


IN  WITNESS  WHEREOF,  ,We  have  hereunto  Bet  c 
and  seals  in  duplicate,  this  aa-j 


RECEIPT 


FIDELITY  TRUST  COMPANY 
of  Newark,  IT.  J., 


-TO- 

THOMAS  A.  EDISON, 


DATED  -  August  100? 


4:  ■ 


I 


Received,  of  Thomas  A.  Edison  gold  bond  3To .  2989, 
dated  July  0,  1907,  payable  to  Thomas  A.  Edison,  of  the  Nor¬ 
thern  Pacific  Railway  Company  for  thirty  two  thousand  dollars 
($32000)  to  he  held  by  us  as  trustees  under  the  terms  of  a 
certain  undertaking  made  and  entered  into  by  Mina  M.  Edison, 
Thomas  A.  Edison  and  Hadalcne  Edison  and  dated  on  the  thir¬ 
teenth  day  ol  August,  1907,  wherein  and  whereby  it  is  provid¬ 
ed  that  the  said  Mina  II.  Edison,  Thomas  A.  Edison  and  Kada- 
lene  />.  Edison  shall  deposit  with  us,  the  Fidelity  Trust 
!  Company  of  Newark,  N.  J.,  Trustee,  security  to  be  approved  by 
us  as  such  Trustee,  to  the  extent  of  thirty  thousand  dollars 
( $30 , 000 . )  to  indemnify  us  as  such  trustee  against  any  claims  . 
or  demands  by  or  on  the  part  of  the  holders  of  certain  bonds 
described  in  said  undertaking,  or  their  legal  representatives, 
which  said  bonds  are  held  by  others  than  the  said  Mina  M. 
Edison,  Thomas  A.  Edison  and  Kadalene  ¥>.  Edison,  for  or  on 
account  of  the  covenants  contained  in  a  certain  indenture 
of  mortgage  dated  August  2nd,  1897  made  and  executed  by  the 
Edison  Phonograph  Works  to  the  Fidelity  Trust  Company  of 
Newark,  IT.  J.,  as  trustee,  providing  for  the  insurance  of 
the  property  of  the  said  Works  or  any  breach  thereof. 

And  we  hereby  undertake  to  return  to  said  Thomas  A.  j 
;  Edison  upon  demand  in  writing  made  by  him  or  on  his  behalf 
by  his  legally  constituted  representatives,  one  thousand  dol- 
1  lars  (§1000.)  of  said  Northern  Pacific  Railway  gold  bonds.  j 

I  for  each  of  the  bonds  now  held  by  others  than  the  said,,Mina  j 

;  II.  Edi so Thomas  A.  Edison  or  Kadalene  )C  Edison,  issued  j 

::  under  the  mortgage  hereinabove  referred  to  which  may  be  paid  j 

|  off  and  cancelled  under  the  terms  of  said  mortgage  during  j 


the  period  which  said  northern  Pacific  Hallway  'bonds  shall 
remain  with  us  under  the  terns  of  this  receipt,  and  upon 
payment  of  the  last  of  said  bonds  issued  under  said  mortgage 
held  by  others  than  said  Kina  K.  Edison,  Thomas  A.  Edison 
and  Iladalene  )C  Edison,  to  return  to  said  Thomas  A.  Edison 
or  his  legally  constituted  representatives,  the  balance  of 
said  northern  Pacific  Railway  bonds  then  remaining  in  our 


possession . 


Dour  Had  am: 

The  mortgage  for  $75,000,  hold  by  clients  of  this 
Company  on  promises  10  Fifth  Avenue,  matures  on  Jan.  11th, 


Our  clients  have  directed  us  to  inform  you  that 
the  loan  may  remain  provided  it  bo  extended  for  a  poriod  of 
three  years.  The  total  expense  would  be  the  Titlo  Guarantee 
and  Trust  Company's  charge  of  $15.00  for  dravdng  the  usual 
extension  agreoment  and  continuing  the  searches  to  date. 

It  is  desired  to  know  your  decision  in  the 
matter  as  soon  as  possible. 

Very  truly  your  sT, 


TOC. 

SFW, 


Bond  &  Mortgage  Guarantee  Co., 

176  Broadway,  New  York. 

Bear  Sirs: 

Hegarding  the  mortgage  for  $76,000.00  on 
premises  No.  10  i’ifth  Avenue,  New  York  City,  I  desire 
to  extend  the  same  three  years  from  January  11th  1909 
at  the  same  rate  of  interest  as  heretofore  paid  and  aB 
offered  in  your  letter  of  November  30th  1908. 

You  may  prooeed  with  drawing  the  extension 
agreement  and  searching  title  to  date  for  which  you  are 
to  oharge  $16.00. 

Yours  very  truly, 

■  yVl/bwv  'Ml , 


II 


-agreement- 


THOMAS  A.  EDISON 


-  With  - 

JOSEPH  D.  LINTOTT. 


!■■■  Dated  Jo-Mu-arij  1^  1910. 


FIL?. EHVaaPE  — 

CONTENTS  No . 

'  THOMAS  A.  EDISON  lFo««on»l» 


ORANGE,  NEW  JERSEY 


i 


i 


« 


THIS  INDENTURE,  made  this  /r-^day  of 
1910,  between  THOMAS  A.  EDI  SOU,  of  Llewellyn  Park,  West 
Orange,  in  the  County  of  Essex  and  State  of  New  Jersey, 
ptrty  of  the  first  part,  and  JOSEPH  D.  LIHTOW',  of  Silver 
Lake,  in  the  Township  of  Belleville,  County  of  Essex  and 
State  of  New  Jersey,  party  of  the  second  part,  WITNESSETH: 

That  the  said  party  of  the  first  part  has  hereby 
let  unto  the  said  party  of  the  second  part,  and  the  party 
of  the  second  part  has  hereby  hired  and  taken  from  the  said 
party  of  the  first  part,  all  those  certain  lotB,  tracts  of 
parcels  of  land  and  premises,  hereinafter  particularly 
described,  situate,  lying  and  being  in  the  Townships  of 
Belleville  and  Bloomfield,  in  the  County  of  Essex  and 
State  of  New  Jersey: 

BEGINNING  at  a  point  in  the  south  easterly  side 
of  Watsessing  Avenue,  and  running.  Thence  (l}  in  a  north¬ 
easterly  direction  along  the  southeasterly  side  of  said 
Watsessing  Avenue  south  forty-six  degrees  five  minutes  west 
187  feet  68/100  of  a  foot;  Thence  (2)  continuing  in  a  north¬ 
easterly  direction  along  said  southeasterly  line  of  said 
Watsessing  Avenue  south  forty-four  degrees  forty-five  min¬ 
utes  west  672  feet  84/100  of .a  foot  to  a  corner  formed  by 
the  intersection  of  Watsessing  Avenne  with  franklin  Street}: 
Thence  (3)  running  in  a  southeasterly  direction  along  the 
southwesterly  side  of  Franklin  Street  north  thirty  degrees 
fifty  minutes  west  330  feet  64/100  of  a  foot  to  a  point 
in  said  westerly  side  of  said  Franklin  Street;  Thence  t4* 
running  in  a  southeasterly  direction  along  the  southwesterly 
side  of  said  Franklin  Street  north  twenty-seven  degrees 
twenty-eight  minutes  west  562  feet  16/100  of  a  foot  to  a- 


point  in  said  westerly  side  of  said  Franklin  Street; 

Thence  (5)  in  a  southwesterly  direction  along  the  north¬ 
westerly  side  of  a  lot,  measuring  50  feet  by  150  feet  and 
belonging  to  one  J.  B.  Kent,  150  feet;  Thence  (6)  in  a 
southeasterly  direotion  north  twenty-seven  degrees  twenty- 
eight  minutes  west  along  the  southwesterly  side  of  said 
lot  of  said’ Kent  50  feet;  Thence  (7?  in  a  southwesterly 
direction  south  fifty-seven  degrees  thirty  minutes  west 
180  feet  more  or  less;  Thence  (8^  in  a  southeasterly  direc¬ 
tion  north  twenty-eight  degrees  fifteen  minutes  west  IBS’ 
feet  98/100  of  a  foot;  Thence  (9)  in  a  northeasterly  direc- 
tion  north  fifty-five  degrees  thirty  minutes  east  330  feet 
to  a  point  on  the  southwesterly  side  of  said  Franklin 
Street;  Thence  (i(j)  in  a  southeasterly  direction  along  the 
said  southwesterly  side  of  said  Franklin  Street  north 
twenty-five  degrees  thirty  minuites  west  351  feet  and  46/100 
of  a  foot  ;  Thence  (ll?  in  a  southwesterly  direction  south 
fifty-six  degrees  forty- five  minutes  west  338  feet  93/100 
of  a  foot;  Thence  (is)'  in  a  southwesterly  direction  south 
fifty-four  degrees-  forty-five  minutes  west  413  feet  more- 
or  lees  to  a  point  in  the  northerly  side  of  land  belonging 
to  the  Watchung  Railroad  Company;  Thence  (13)  along  the 
line  of  said  land  belonging  to  said  Watchung  Railroad  Com¬ 
pany  and  in  a  westerly  direction  south  eighty-one  degrees- 
thirty-six  minutes  east  616  feet  and  30/100  of  a  foot  ; 
Thence  (14)  in  a  northerly  direction  north  sixteen  degrees? 
eleven  minutes  east  406  feet;  Thence  (l6)  still  in  a  north** 
erly  direction  north  four  degrees  fifty  minutes  east  168 
feet;  Thence  (l7(!)’  in  a  northwesterly  direction  north  twenty- 
eight  degrees  twelve  ml  mites  west  388  feet  more  or  less-  to 
the  point  of  beginning.  So  long  as  the  party  of  the 
second  part  shall  retain  possession  of  the  premises  hereby 
3 


i 


* 


demi  sed  under  the  terms  hereofj  he  Bhall  have  the  use  of 
the  house  and  barn  on  Franklin  Street  and  within  the  said 
premi  see  hereby  demi  sed  and  now  used  and  occupied  by  one 
MoNairn,  but.. the  following  named  portions  of  the  tract 
hereinabove  dee erjfajVMjV  excepted  from  the  premises  hereby 
demised  and  shal i~"fre  Veti.j.ne d  by  the  party  of  the  first 
part,  to~wi_t: 

(l)  A  wooden  house  on  said  Franklin  Street  oocupied 
by  one  Flannery,  and  one  half  acre  of  ground  more  or  le'sB  ’ 
immediately  surrounding  the  same  and  appurtenant  thereto^ 

(3)  A  wooden  house  situated  on  said  Franklin  Street 
and  oocupied  by  one  Havens,  and  one  half  acre  of  ground  1 
more  or  less  immediately  surrounding  the  same  and  appur¬ 
tenant4  thereto. 

(3)  A  tract  substantially  50  feet  by  180  feet  immo- 
diately  in  the  rea*  of  the  1  ofc  of  said  Kent  on  Franklin  '  '' 
Street  and  forming  with’  the  lot  of  said  Kent  a  tract  bf 
substantially  in  the  form  of  a  parallelogram  and  extending- 
50  feet  on  said# Franklin  Street  by  330  feet  deep  from  Baid 
Franklin  Street. 

All  the  said  premises  being  shown' within  shaded 
lines  on  the  blue  print,  whioh  is  annexed  hereto  and  made 
a  part  hereof,  and  on  which  the  house  and  barii  now  held' 
and  occupied  by  said  McNairn  and  the  houses  occupied  by 
said  Flannery  and  said  Havens  are  marked  in  black  ink,  and 
containing  in  all1  30  acres  more  or  less.  To  have  and  to 
hold  the  said  above  mentioned  and  described  premises  to¬ 
gether  with  the 'appurtenances  thereunto  belonging  to  the 
said  party  of  the'  second  part  at  the  will  of  the  said  party- 
of  the  first  part  and  subject  to  all  the  exceptions  herein¬ 
before  set  forth  and  to  all  the  conditions  hereinafter' ex¬ 


pressed. 


i' 


It  ie  hereby  agreed,’  that  if  the  said  party  of 
the  second  part  shall  retain  possession  of  the  hereby 
demised  premises  under  the  terms  hereof  ,  he  shall  pay  rent 
to  the  said  party  of  the  first  part  as  follows: 

For  the  first  year  the  sum  of  $300. 00; 

For  the  second  year  the  sum  of  $350.00; 

.  v  For  the  third  year  the  sum  of  $400.00;  and 
For  each  succeeding  year  a  sum  which  may  here¬ 
after  be  agreed  upon  by  the  parties  hereto  but 
,  which  shall  not  be  less  than  $400.00; 
that  said  moneys  shall  be  payable  in  advance,  one  quarter 
at  the  beginning  of  each  year  and  one  quarter  every  three 
months  thereafter,  and  that  the  first  of  said  payments  Bhall 
be  due  and  payable  on  the  first  day  of  April,  1910. 

It  is  mutually  agreed  by  and  between  the  parties 
hereto,  that  the  said  party  of  the  first  part  shall  have 
the  right  to  re-enter  and  to  repossess  himself  of  the 
premises  hereby  demised,  or  any  part  thereof  at  any  lime 
upon  three  months  written  notice  first  given  to  the  said 
party  of  the  second  part-,  and  that  the  said  right  of  the  1 
said  party  of  the  first  part  shall  not  be  in  any  wise  pre¬ 
judiced  by  re’ason  of  the  fact  that  the  said  party  of  the 
second  part  may  have  theretofore  paid  rent  in  advance  fof 
a  period  extending  beyond  the  time  of  such  re-entry  and 
repossession,  but  in  such  case  the  party  of  the  first  part 
shall  refund  to  the  party  of  the  second  part  the  amount 
of  the  excess  of  such  payment  if  the  entire  premises  are 
retaken  or  repossessed  by  the  party  of  the  first  part,  of 
shall  allow  the  said  party  of  the  second  part  a  propor¬ 
tionate.  oredit  on  the  next  suooeeding  payment  if  a  part 
less  than  the  whole  of  the  said  premises  be  retaken,  and 
4 


in  case  the  re-entry  upon  the  whole  or  part  of  the  hereby 
demised  premises  by  the  party  of  the  first  part  shall  take 
place  while  any  crops  are  planted  or  growing  thereon,  the 

I  party  of  the  second  part  shall  have-  the  right  to  re-enter 
and  remove  the  said  crops  thereafter  when  matured,  if  such 
removal  be  not  inconsistent  with  the  purposes  to  which 
said  premises  are  put  by  the  said  party  of  the  first  part, 
If  such  crops  are  not  sufficiently  advanced  or  matured  at 
the  time  of  such  re-entry  if  made  by  the  said  party  of  the 
first  part,  and  if  it  is  inconsistent  with  the  purposes 
to  which  said  premises  shall  be  put  to  allow  such  crops 
to  mature  and  be  removed  by  the  party  of  the  second  part, 
then  the  party  of  the  first  part  shall  reimburse  the  said 
party  of  the  second  part  the.  reasonable  cost  of  seed, 
planting  and  tilling  thereof,  or  shall  allow  the  party  of 
the  seoond  part  a  like  credit  upon  his  next  succeeding 
payment  to  be  made  under  the  terftis  hereof. 

It  is  agreed  that  in  oaee  the  (half  yearly  pay¬ 
ments  heretofore  provided  for,  or  any  part  thereof,  shall 
be  unpaid  for  the  space  of  thirty  (30}  days  next  after 
the  day  upon  which  said  payment  shill  fall  due,  the  same 
being  first  lawfully  demanded,  that  it  shall  be  lawful 
for  the  said  party  of  the  first  part  forthwith  to  re-enter 
and  hold  the  said  premises.' 

The  said  party  of  the  second  part  doth  hereby 
'  covenant  with  the  said  party  of  the  first  part  to  pay  the 
said  half  yearly)  payments  hereinbefore  provided  for  at  the 
times  appointed  as  aforesaid,  and  also,  at  his  own  cost, 
to  keep  in  repair  the  said  premises  in  a  good  and  husbanfl- 
like  manner,  and  further  to  deliver  up  the  said  premises 
upon  the  termination  of  this  agreement  or  at  any  time  that 
the  said  party  of  thfe  second  part  may  repossess  himself' 

8 


thereof,  under  the  conditions  hereof,  in  as  good  and  suf¬ 
ficient  repair  as  the  same  were  received  by  the  said  party 
of  the  second  part. 


Ill  WITNESS  WHEREOF,  the  parties  to  these  presents 
have  interchangeably  signed  their  names  the  day  and  year 
first  above  written. 

Witnesses  t6  the  signature 
of  Thomas  A.  Edison. 


■ 


Siipp 

'i:V 

y 


[REDUCTION  RATIO 


[ENCLOSURE] 


Mr.  Joseph  D.  Dintott,  Feb.*/ 1910 

Silver  Take,  IT.  J. 

Dear  Sir:- 

I  find  that  by  Inadvertence  In  the  contract  of 
January  17  1910,  between  yourself  and  Mr.  Edison, 

the  words  "hair-yearly"  occur  in  lines  18  and  27  on 
page  n  thereof,  whereas  Instead  of  "half-yearly"  the 
word  "quarterly"  should  have  been  used,  as  in  the 
earlier  part  of  the  agreement  it  Ts  provided  that  the 
payments  shall  be  made  o  uarterly. 

I  am  having;  th's  letter  written  in  duplicate  for 
the  correction  of  this  agreement,  and  if  it  is  agree¬ 
able  to  you  to  have  the  contract  amended  as  above  sug¬ 
gested,  kindly  return  to  me  this  letter  with  your  name 
signed  in  the  blank  line  at.  the  foot  thereof  retaining 
the  other  copy  -for  yourself.  Twill  then  attach  the  let¬ 
ter  to  Mr.  Edison's  copy  of  the  agreement  and  you  can 
attach  the  carbon  to  your  copy. 


fiwilumjteTi  -N .  zr. 

Qo^iwl"-  C  -Hio  . 


lA^ioyi  n  t^oto, 

ryi^hc  l*>  It tc.lv  'Uwiixcl  li«ie  la^  Satw>Jou| 
(YTuyWn ion  ^  ^  cnmnn*J'<itf  Itj  ! 


^aius€io»i.tQinJ.  ^  Kjaa  a^nOdtli^ 

P^xn^otA^eU  *>.  -^oujwJ  | 

rynoilftola  J»  J  otiTTt  "rti«J)p_  ^  cu>n  txin^.  | 
U>efi_P  pecfuo^i^d  Uj  iHj  ~Ui-e  j 

OntvnaasJ  ^<*^3  .  cu»d  ^  -P*fcP  '! 

e^^,dc^+-»y,<2tx._H(l7a-^  J.C  UL>\|(  | 

douwi  cu>iJ  ajo  J,€  /d!io«a.M  _  f-J *» 

|i‘efce<!  .<H^^  -6«j»)trh-^u|  liiH-e  pJ>£pt~ 
c*\cm^  ~ihe  THoe>,  «e^C^+-  c*  fyn'ilp. 

-four*  -  Tll^rftZTa^r.e^  -  a  _ 


-fcyusyi  -  TuMtjrfhr 
houui^  oyi  -P«iu|  c 
Pe-wtn  ct-P  oiiX^cuJpcIi 
Co  "to  071  a 


M  _  a  -Yc 

J  _ 1 


n  -  *=»•  %JWia»iJ  j 

H  lo  UTiicjn  1 1 
°t  ncrom  oujiJ  | 


aJho  ck  hifclie^ 
lie  6>l loy-fid"  I iom 

latllc  - 

a,Trj$z 


to  rrti  H)|  ui  qd<J  fh  o> 
a  i>«a<^  CUjjn'j’o'Ct'aWe 


”>  *l“w  VottZuuwed 

-Acn  one  ulSoji-w,^,, 
*7*1  J  a-Wliou<jJi  ^  Jcintccful 

p  "fe  Jj&Ml.?  Wdloxlo 

ruoA"-  ^>oo  j*c»>  on  cm  I  lif 


o»  'll,  f  -&**£)[  9  J  o-fcja 

?  lc<*J>e  cu>  <lnaum  >»4.  9  emcloo 
IV)  l*)t®Aie«licr*i  —  9  Jtf*i"f"  Imoui  E 

no  -BtxnJrvn  «  i^-  ujouPd  -&«•  udU  |*ei 
huh  "tfeenf  * L»  C«J>i*ldcJl«)d  Q  | 
c|«*-?  docwtnenn) 


/  a/w  On  on  f  dcnvinrnc  e<J  nicw  ~nHcvn 
-Coer*  HUcft-  Uaill.com  d  odLa  (>,  ot-aj,|*nec‘.o1f 
-4,p  d.f€ene^.o<>  -&Ctu»<!**>,  m'ohtaorJiw,^. 

Ckn,  d  -^We  ~intotV)  con d  ec  Ule  -  9  d ont^  * 

)i0>uuCtSC|  -Setfieoe  IfJ'p  ca»»  lietL+alluji™ 
lieo  -  tap  pcen^oo  “to  -&T  dt*-e  O*1o^t  niStlwa) 
*Aioi^  lA>  dli -p  UjcmIJ  “to  Vi Lm  _  |li lo 
l*Ovw  U»n  f  oitiwdtf  Coaidihcm  of  liuo  j 


Quwod  *iKnec  rmffie  -£><&JLr>  -  to  1, icV,  pneed 
»tHzswtTo»7  -  U.C1X  or^od-  «jWVrae^«i+^ 
dVt«ct  id"  Co  u»»  Jnuo<M»H8Tf  -&*»'  nr»te  oo. 

Cxryv*VDVie  U>?  ■?a<d  Idd  Su>»«J  ou^  UJ^io  UiitP 
tn«A  tZJjLcaJM-  \Uivc>udj$  ll>c££tawn’f'  lvo»»w>eif- 
9  C-ou-8d  wcttwcto  e-  -&U^"  "tliuj  Os  "tRpji 
Ut)iM  "lliuvici  Use  LO  oimrl  to  cxjOMcl.  rtie 
OyJij  to  do-  9  CWVIAA  -  io  -to 

Us  cud-  -^Crt  -)lsCof  -Stfe£o  -to  Cxrjyje  UVj  _  ^ 

doyjt  f at»  how-ll'®>f  osuJfJ  -Be  O'*,  «)1M  IVnoif, 

|ls<?  CVrwvad'  dse^uid’icoj  iscund-  O?  id- taXf- u 

“tVteui  &cm»  1,1  e&nit  "Hied"  uf  C«4,  "iVieijy,  (Xo  l 

On iA«* U  ~to^  Uoe-  Ov»  imjuxs  o^?  oXP  -Vfc-e&e.  | 

^e£o  -  phou-Pd  V»cwse  UjJvvd  tik, 

Ux^tlun^  <v«j  pexjMrd  P«yne  On  cry, 
-^eoiJcjo  - 

cyR  UsOJP.is^l 

oJJPcwu,  9  oSttlf  Ansasnut <j  "thddp  p  MsooJPe? 

YuXuZ  «  rn  tvdti.  J^oinvSttion  —  ^ 

hcust  dowf  (Vi  oijion  «  -AS1M  UsoVu^  4!o®l. 
pu»ef  <xfjtr,  “tlif  UsViol e  "6u>OimRjQ-o-  &<t 
f)  clot,  to  id  l)v>  occoly  Ovo 

Ori  oTtfcs/  Us  li  of  Vi  __ 

5)n«<auoed  «  ixuh  uxz-Pcovne  1  <£tte>  | 

^  -^n-crro  fy7T-oliiej>-  osn <=}  cu>  9  u,cv>d  to 


dee  )uw  iscrwj  o>vuo^  _  9  ukM  -irvy" 

amcl  ruo«  ^  "to  Onam^f  iaowe  Uim p 
OLB-r^d'  iM-ASliU-  Im  ~j\if>  OmeaSTtun,^ 
uo  Cmt^ole  oiuuoafuto  Usrtti'“-)),e 
-jVlcd  '  UsttPlcuvn  to  cd-  Icuut  puztHecJ- 

9  ruzeeu_u-ed  e\  d&-ot£  lj  Gssteod  ot-o.  ■fi'lcryr 
c\  (Vnouvi  m  ^plilii  -lUt> 

jtistPcuw  asyt  d  '^•^‘1  ctftds  lodiJ  Uscuip 

Otry,  <J  "jtm  fetlC-P  9  VtdUi.ouo  UJOAX  C«_f- 

CVvo  Jzm  cmuI  e  e  o-P  -  9  «Jyn 

H*™  -tcxJc^.  -jL,  (Ln  GtSm+Aad 
au^xsxriAnCk  U>-Ricl o  9  Lo£«-P  ^wuowd  4;, 
U>tC£i  cvm  cm  «d  Skrn  d  otct"  Ouo-ft  out-  k* 
lious  to  £*JM±d!r'c^r , 

l"|  oj,  vyt  c.  To  fiJZB  uuyu  pr,  esjtd*  Us-ejeJ^ 

ficrmetUfn  _  Us  till  (Vsi  M.  cli  loup  -9 1 

,  _ I  ~00  _P.„I.  A _ *. 

1 


■StyHi 

cus  -CjU*JI 


nd  aM-  -6-f  (i 4aj  p  o>, 
w  Sm, 


^tWM  Its 


[ENCLOSURE] 

Thife  is  to  certify  that  I  have  leased  a  tract  of  land  with  house  and 
barn  .situated  on  the  Wicomico  River  .bounded  by  said  river,  the 
county  road, and  the  bounding  line  of  the  Sanatorium  Company’s  land 
Also  the  use  of  the  old  steamboat  Wharf  for  the  purpose  of  putting, 
up  a  summer  tent  or  cottage.  All  for  a  monthly  rental  of  $4  dollars, 
this  lease  to  run  for  a  term  of  one  year. 

It  is  also  agreed  that  the  present  Renter  shall  have  the  preference 
of  buying  said  property  at  a  price  to  be  agreed  upon. 


Witness. 


ffiltM.  H  hulLt, 


exo  G  ~<£lL06> 


August  1st, 


1910. 


U  ^)  Ko|*e  i^S-C 

VloJlctori  rm-^j  «|J|t/V, oOTJU-rC^-  r»€^A^>dy><Je _ 

«  IxLsLfLv^j  _  ^) 

V»or»i  'i-fr/cc*  "TtJn,  «_o  «-Cw^C^  -JV.oS  H-«j»i^ 
e^/x^n  -  -G^f-  <s>t^-.  ay,  Ko>  I  o-rsd-  | 

)QtkaJ\  Co  Vi  ccj,  Co  coj  riJCQjixc*^  «/  uxityiJaJ 
UjI  Cm&rU»T7  rtrn  ^  “fb  10^7*!  £U),  J1 

uj^ww  9  ~fo  -ffU  ^oinLL 

n**t-n  'D®^>  f)  _  S^&T 

rrn  an^Vccr,  J  -  V)  -£e^.eW  fj^ucrj^  ) 
lUaJ  ^HDico  r »>A>w.e  <=tAA u<uu>  <m 
lea^K-  IgjiIi^Xo  ccWU  ion5i-e  luULp 

EixcftP  ct~  ^  Cco»^ 

KAaaC  Oc^t-  «^o*a  Ctxfln  pim  of* 

~Hj  ~~ll?  ^  aiotK  ^f)«x?ct^  I 


i 


j 


9  kJLJI  OX-CJvTtTcr-r,  }-j  a 

r^La^-  -S  cx_i^o 

py-l^ert”  £Wi»>lW-cJP  <=<-0  «JLl2^-(j  tf“  (»1<= 

^c'  [xra3r  Gy,  ~l&-e  fiy,cUJi~  p-o  9  ik 

9  uxe^JLJl  -leJUV  gcn+  _  1 

^  U>o>-o-J:l  fe  tn^-i  <xrr->  J  “A*  "t® 

oluyrfL.  J  9  iua^r"te 

h  cuK  ^  ~l  lUU>^  piiK-iu)  _ 

Ly^A  ~tsXP  (V>^c  ixAhJ&A&jj^  Uj?  U^JL?  JL? 

]/Ur^e  Fn^'J^  I  ®1  S<sjcw<ja<^  ? 

UAtft  A-«  a  cxndLo  'Qlcrryj  ko  ; 

-&>=&  -  D a!^  6  Z )  ! 


'^fF*&$uu^~ 
~r5'Rf— ' 


[ATTACHMENT! 


Richard  W.  Kellow  File 

Storage  Batteries  and  Electric  Vehicles  (1901-1911) 

This  folder  consists  primarily  of  agreements  and  proposed  agreements 
involving  Edison,  the  Edison  Storage  Battery  Co.,  and  other  companies  and 
individuals,  along  with  related  correspondence.  Included  are  agreements  with 
Herman  E.  Dick  pertaining  to  the  foreign  exploitation  of  Edison's  storage 
battery;  letters  regarding  a  proposed  agreement  with  J.  P.  Morgan,  Jr.,  for  the 
promotion  of  the  battery  in  Great  Britain;  and  a  valuation  of  the  Edison 
Storage  Battery  Co.  in  1909.  Also  included  are  agreements  with  Converse 
D.  Marsh  and  with  John  M.  Lansden,  Jr.,  concerning  the  manufacture  and 
marketing  of  electric  vehicles  in  conjunction  with  Edison's  battery.  The 
documents  are  from  envelopes  44,  46,  83,  84, 102,  and  122. 


[BY  HERMAN  ERNEST  DICK] 


February  1,1901. 

Messrs.  Pilling  &  Crane, 

Girard  Building, 

Philadelphia,  Pa. 

Dear  Sirs:- 

Referring  to  your  letter  of  January  29th  last,  to  Mr. 
Edison,  I  beg  to  enplose  copy  of  contraot  executed  between  Mr. 
Edison  and  myself.  It  is  mutually  understood  and  agreed  among 
ourselves  that  you  are  to  have  the  right  to  take  $150,000  of  the 
bonds,  carrying  $75,000  of  the  stock  at  par,  as  per  contract. 

Upon  immediate  payment  of  $28,000  in  cash,  you  are  to  receive  an 
additional  amount  of  stock  when  Company  is  organized  of  $25,000 
par  value.  This  payment  is  made  subject  to  conditions  named  in 
contraot ,  reciting  the  payment  of  $60,000. 

Very  truly  yours, 


Approved- 


[ENCLOSURE] 


Dated,  February  1st,  190.J.. 


THOMAS  A.  EDISON 
-  and  - 

HERMAN.  E.  DICK. 


A  OR  E  EM  E  N'T  . 


CARY  &  WHITRIDGE, 


69  WALL  STREET, 


[ENCLOSURE] 


AORKEMHN!  made  this  first,  day  of  February,  190].,  bo- 
tv/aon  THOMAfJ  A,  PIPI'UON,  of  Orange,  in  the  State  of  Vov  Jor- 
ooy,  hereinafter  called  tho  Inventor,  of  tho  first  part, and 
HKRJ-CAi-T  'K,  DICK,  of  t.ho  <Uty  of  Ohicago,  in  tho  fit  a  to  of  HU. 
noia,  lioro.lna.ftor  oallod  His  Agent,  party  of  t.ho  second  part 
WimsfifiKWI: 

wiKRRAfi  tin  Inventor  hao  for  some  years  boon  engngod 
in  perfecting  oortain  inventions  relating  to  storage  battor- 
isn,  upon  which  applications  for  lot tors  patent  of  tho 
United  states  have  boon  duly  filed; :  and, 

W1WRRAB  tho  inventor  in  desirous  of  retaining  tho 
working  oaid  patents  and  tho  manufacture  of  tho  said  storage 
batteries  and  accessories  and  appliances  incidental  thereto, 
and  has  requested  His  Agent  to  prepare  a  plwi  for  tho  ex¬ 
ploitation  thereof  and  tho  raising  of  tho  nocossary  capital 
to  accomplish  tho  same;  and 

WHSRn:Af5  His  Agent  has  agreed  to  undertake  the  prepar¬ 
ation  of  a  plan  upon  the  terms  hereinafter  sot  forth; 

K0V/‘  SHSRBVORB,  If  IS  AhRKKH  AS  TOU/WR: 

PIRBT:.  She  Inventor  hereby  gives  and  grants  to  His 
agent  tho  exclusive  right  and  option  to  acquire,  upon  tho 
terms  hereafter  set  forth,  all  of  the  said  inventions  of  the 
Inventor, relating  to  tho  said  storage  battery,  and  tho  ap¬ 
plications  therefor  now  ponding  in  tho  Patent  Office  of  tho 
United  States,  such  option  to  conVlnuo'unrir  throo  monthn 
after  the. Inventor  has  completed  his  proposed  tests  and  is  / 
able  to  demonstrate  that  tho  said  storaee-liattory'is  V^oss  I 
than  one-half  of  the  weight  of  the  present  storage  tettorioJy 
n0W  111  UM»  nnrt  it  is  subject  to  no  deterioration.  / 
3KC0ND:  in  consideration  thereof,  His  Agent  agrees  j 

to  pay  to  the  Invontor,  upon  execution  hereof,  the  sum  a/,  '•*  - 
fifty .thousand  dollars  in  cash,  which  sum  the  Inventor  / 


[ENCLOSURE] 


agrees  to  repay  to  Ilia  Agent  should  he  fail  to  bo  able  to 
atom  that  tho  proposed  now  storage  battery  will  prove  the 
conditions  above  stated,  with  interest  at  four  per  cent, in 
which  cane  the  option  ahall  not  be  exorcised. 

fHIRI);  in  oaae  Ilia  Agent  ahull  exorcise  the  option, 
he  shall  be  entitled  to  receive  $00,000  in  stock  at  par  of 
tho  corporation  to  be  formed  an  hereinafter  not  forth. 

TOUROTi  In  nemo  Hia  Agent,  ahull  rtea  Ire  to  exercise 
tho  option,  he  .shall,  within  the  period  aforesaid,  form,  or 
procure  to  be  formed,  under  the  lawn  of  whichever  Htato 
shall  be  doomed  most  advantageous,  a  corporation  with  a  cap¬ 
ital  stock  of  one  million  dollars.  She  corporation  so 
formed  shall  have  power  to  acquire  said  letters  patent  for 
the  use  of  and  to  manufacture  anid  inventions  thereunder  and 
the  certificate  of  incorporation,  by-laws  and  details  of 
the  organization  of  said  Company  shall  he  determined  by 
mutual  agreement,  and  before  tho  organisation  of  tho  said 
company  the  Inventor  shall  furnish  to  t.ho  promoter  a  list 
of  his  patents  and  applications. 

RIRl’Hj  Immediately  upon  the  formation  of  the  said 
company ,  the  Inventor  agrees  forthwith  to  assign,  transfer 
and  sot  over  to  the  company,  by  assignments  in  duo  form  sat¬ 
isfactory  to  His  Agent  or  his  counsel,  all  the  said  applica¬ 
tions  for  letters  patent  of  the  United  States,  and  all  tho 
right,  title  and  interest  of  the  Inventor  in  and  to  the 
srnao,  and  to  all  improvements  thereon,  for  a  period  of  five 
years. 

SIXfHj  in  consideration  of  such  transfer,  there 
shall  bo  issued  to  tho  Inventor,  or  his  assigns,  full-paid 
capital  stock  of  the  company  so  to  be  formed  to  the  amount 
of  one  million  dollars. 

SEV75NOT;  in  order  to  provide  funds  with  which  to 
acquire  a  manufacturing  plant  and  to  equip  the  same  with 


[ENCLOSURE] 


machinery ,  or  to  pro v  Wo  the  company  with  necessary  work- 
ing  capital,  it  is  agreed  that  the  corporation  shall  make 
an  issue  of  its  first  Mortgage  six  per  cent  bonds  to  the 
amount  at  par  or  #BQQ,OQO,  payable  in  fifteen  years  after 
dato,.  reserving  to  the  company  the  right  to  redeem  the  same 
or  any  part  thereof  on  any  interest  dato  at.  one  hundred  and 
ton  and  interest ,  upon  thirty  days'  previous  notice  thereof 
by  publication.  Ronds  so  paid  to  be  drawn  by  the  Trustee 
by  lot. 


HIOKTH:  In  order  to  render  the  said  bonds  readily 

marketable,  the  Inventor  agrees  that  out  of  the  stack  to  bo 
received  by  him  ho  will  deliver  to  the  purchasers  of  such 
bonds  stock  of  the  company  to  the  mount  of  fifty  per  cent 
of  the  par  of  the  bonds  no  subscribed  and  taken, 

Nib  TIT;  The  Inv-aitoi*  further  agrees  to  deliver  to  His 
■Agent,  in  satisfaction  of  the  advance  of  fifty  thousand 
dollars  hereinabove  referred  to,  stock  to  the  amount  of 
fifty  thousand  dollars  as  aforesaid. 

TJJNTJI:  The  persons  to  whom  the  aforesaid  bonds  arc 

to  be  offered  aro  to  be  mutually  agreed  upon  by  the  Inventor 
and  Kis  Agent. 

IK  WlTKRfiS  VNRPROF  tlio  parties  hereto  have  horounto 
set  their  hands  nwt  seals  the  day  and  year  first  above  v/rit- 


In  presence  of: 


Clause  third  and  Clause  ninth  of  the  within  oontract 
■  ^  refer  to  the  same  $50,000  in  stock,  and  it  is  mutually  agreed  by 

and  between  the  Inventor  and  His  Agent  that  the  payment  of  $50,000 
stock  at  par  by  the  Inventor  to  H1b  Agent  satisfies  the  advance 
^  of  $50,000  in  oash  made  to  the  Inventor  by  His  Agent. 


February  /,th,  3.901. 


Her:  ,;ui  B.  Mcl£,  I?sq. , 

Dear  Dir:- 

r.of  erring  to  Clause  fifth  in  the  Storage  Pattcry  Contract 
executed  on  February  first,  1901,  myself  being  the  party  0f  frc  first 
part  and  you  the  party  of  the  second  part,  it  is  my  unilerste-nding 
that  fcho  said  fifth  clause  in  said  contract  obligates  no  to  assign 
said  patents  and  applications  for  said  storage  battery  patents  to 
tho  proposed  Company  for  all  time,  and  in  addition  to  such  assign¬ 
ment  I  propose  to  give  said  Company  without  charge  all  mr improve¬ 
ments  thereon  for  a  period  of  five  years. 

Yours  truly, 


x . — - — — — - x 

A  0  R  SIM  E  H  T. 


X— — — . — 

Between 

CARY  &  WHI TRIPOS 
-and- 

HEHHAH  E.  PICK. 

X . . . 

Rated  February  ,  1901. 
X - - - — - 


AGREEMENT  made*  this  - —  day  of  Feb  niary ,  1901, 

betweab  Cary  &  Whitrictee.  of  No .  59  Wall  Street  in  tb.a  City 
of  New  York,  hereinafter  (tailed  the  firm,  party  of  the  first 
part,  and  Harman  E.  Pick.  of  the  City  of  Ohio  ago  and  State  of 
Illinois,  party'  of  the  second  part.,  WITNESSETH! 

WHEREAS  by  agreement  bearing  dots  the  first  day  of  Pebru 
ary,  1901,  between  Thomas  A.  Edison,  therein  called  the  In¬ 
ventor,  of  the  first  part , and  the  said  Herman  E.  Hick  as 
party  of  the  second  part,  said  Edison  agreed  upon  the  terms 
therein  expressed,  to  assign  certain  patents  relating  to  stor 
age  batteries,  to  a  corporation  to  be  organized  by  the  said 
Hick,  and 

WHEREAS  the  said  Hick  for  the  purposes  of  t.he  said  con¬ 
tract  lias  applied  to  the  Firm  for  a  loan  of  $85,000, which  the 
Firm  has  agreed  t,d>  make  upon  the  terms  hereinafter  expressed; 

NOW  THEREFORE ,  for  a  valuable  consideration  it  is  agreed 
as  follows: 

FIRST:  The  Firm  agrees  to  advance  to  the  said  Dlok 

upon  demand  the  sum  of  §85,000  in  cash. 

SECOND:  The  said  Hi  ok  agrees  that  in  oase  he  shall  exer 
else  the  option  as  provided  for  in  t.he  agreement  of  February 
1st  ,1901,  said  Pick  will  deliver  to  t.he  Firm  or  as  it,  may  di¬ 
rect ,  full  paid  capital  stock  of  the  Company  to  be  formed  as 
therein  provided,  to  the  amount  at  par  of  §85,000, in  satis¬ 
faction  and  repayment  of  the  s aid-. '.advance x 

THIRD:  In  case  the  said  Dick  shall  not  exeroise  the 

option  provided  for  in  said  agreement  of  February  1st, 1901, 
said  Dick  will  upon^j^ftaj;  repay  to  the  Firm  at  its  office, 
No.  59  Wall  Street, in  the  City  of  New  York,  said  sum  of 


$25,000  with  interest  from  the  date  hereof  to  the  date  of 
such  repayment ,  at  four  per  oent,  per  annum. 


FOURTH:  Op. id  Pick  further  agrees  that  the  Firm  shall 
have  the  right  to  subscribe  for  the  first  mortgage  bonds  of 
the  corporation  to  be  formed  in  pursuance  of  the  provisions 
of  the  said  agreement,,  to  the  amount  at  par  of  $a00',0GCf. 


MEMORANDUM  OP  AGREEMENT ,  made  between  the  Edison 
Storage  Battery  Company,  a  corporation  organized  under  the 
laws  of  the  State  of  New  Jersey,  party  of  the  first  part, 
and  the  several  stibscrlbers ,  whose  names  are  hereunto  annexed, 
parties  of  the  second  part  and  Thomas  A.  Edison,  party  of  th<» 
third  part. 

WHEREAS,  the  party  of  the  first  part  desires  to 
borrow  the  sum  of  Pive  hundred  thousand  Dollars  ($500,000,), 
to  be  saoured  by  its  mortgage  bonds,  and  whereas  the  parties 
of  the  second  part  are  willing  to  loan  the  said  sum  of  Pive 
hundred  thousand  Dollars  ($500,000,), 

NOV/  THIS  AGREEMENT  WITNESSETH:  in  consideration  of 
the  mutual  covenants  and  agreements  herein  contained  as 
follows s- 


PIRST:  The  party  of  the  first  part  agrees  to 

deliver  to  the  subscribers  hereto  the  several  amounts  of  its 
bonds  set  opposite  their  respective  names,  (as  and  when  the 
subscriptions  thereto  shall  be  called  and  paid), said  bonds 
to  be  secured  by  the  first  mortgage  upon  its  plant  and  busi¬ 
ness  and  bearing  interest  at  the  rate  of  Six  per  cent  (6®o), 
the  same  to  run  fifteen  years  subject  to  rights  of  redemption 
as  provided  in  said  mortgage;  and  the  mortgage  securing  the 
same  shall  provide  that  before  any  dividends  shall  be  paid 
upon  the  stock  of  the  Company  during  any  fiscal  year,  Pour 
per  cent  (4^)  of  the  then  outstanding  bonds  shall  be  paid 
or  the  sum  necessary  to  pay  the  same  set  aside  out  of  such'  / 


— 1— 


/ 


fiscal  year's  earnings. 


SECOND:  She  subscribers  hereto  agree  to  take  the 
several  amounts  of  bonds  set  opposite  thefcr  respective  names 
upon  the  following  terms  and  conditions:- 

A. -  The  Company  shall  have  the  right  to  call  as 
end  when  it  may  desire  for  the  payment  of  any  part  of  the 
amount  subscribed.  Such  instalments  to  be  called  upon 
twenty  days  notice. 

B. -  Upon  payment  of  each  Instalment  the  Company 
shall  issuBR  to  the  subscribers  bonds  for  the  amount  of  such 
call.  The  Company  shall  give  to  each  subscriber  upon  the 
payment  of  the  first  instalment  a  certificate  of  stock  in 
the  name  of  the  said  subscriber  to  the  amount  of  I'ifty  per 
cent  (50^)  of  the  amount  of  the  principal  sum  subscribed  for 
by  him,  which  said  certificate  of  stock  shall  be  endorsed 
for  transfer  by  said  subscriber  and  deposited  with  the  Treas 
urer  of  said  Company,  in  escrow,  and  Bhall  be  redelivered  to 
said  subscriber  three  years  from  the  date  hereof,  or  upon 
the  calling  andpaying  of  One  hundred  per  cent  (100^)  of  his 
said  subscription,  if  such  call  of  One  hundred  per  cent 
(100^)  shall  be  made  in  less  than  three  years  from  this  date 
provided  such  subscriber  shall  have  complied  with  the  terms 
of  this  agreement  and  shall  make  payment  of  the  instalments 
as  provided  therein,  if  such  instalments  are  not  paid  the 
whole  or  any  part  of  the  said  stock  may  be  forfeited  by  the 
Company.  Said  certificates  of  stock  being  part  of  the 
stock  to  be  deposited  with  the  Treasurer  of  said  Company 

by  Thomas  A.  Edison,  as  hereinafter  provided.  The  re- 
delivery  of  the  certificates  to  each  subscriber  shall  be 


—2— 


I 


made  as  aforesaid  irrespective  of  whether  or  not  the  entire 
amount  subscribed  shall  he  called  within  a  period  of  three 
years  from  the  date  hereof. 

C.~  Any  portion  of  said  subscriptions  which  shall 
not  be  called  for  by  the  Company  within  a  period  of  three 
years  from  the  date  hereof,  shall  be  cancelled  and  all  lia¬ 
bilities  of  the  subscribers  thereunder  shall  cease  and 
terminate. 

THIKD:  Thomas  A.  Edison  agrees  to  deposit  with 
the  Treasurer  of  the  said  Edison  Storage  Battery  Company 
certificates  for  the  Two  hundred  and,  fifty  thousand  Dollars 
($250,000.),  of  stock  above  mentioned  endorsed  for  transfer 
to  the  said  subscribers  for  the  purposes  hereinabove  set 
forth,  and,  in  addition  thereto,  stock  of  the  said  Company, 
of  the  par  value  of  Seven  hundred  thousand  Dollars  ($700,000  ), 
owned  by  him;  reserving  to  himself  the  voting  power  on  all  of 
said  stock  until  the  entire  amount  of  the  subscriptions 
hereto,  which  shall  have  been  called,  are  paid.  At  such 
time  or  at  three  years  from  the  date  hereof,  if  at  that  time 
the  entire  amount  of  the  said  subscriptions  shall  not  have 
bean  called,  the  said  Treasurer  shall  redeliver  to  Thomas 
A.  Edison  the  said  certificates  of  stock  of  the  par  value  of 
Seven  hundred  thousand  Dollars  ($700,000.). 

EOTOTH:  During  the  period  contemplated  by  this 
agreement,  all  dividends,  if  any,  shall  be  paid  to  the 
parties  in  whose  names  the  stock  shall  be  regi stered, provide. L 
however,  that  any  party  of  the  second  part  who  shall  be  in 
default,  or  who  shall  fail  to  comply  with  the  terras  of  this 


—3— 


Hils  agreement  made  this  17th  day  of  July  nineteen 
hundred  and  one  by  and  between  the  "Edison  Storage  Battery 
Co."  a  corporation  duly  organized  under  the  laws  of  the 
State  of  Hew  Jersey  and  having  its  principal  offioe  in 
West  Orange,  Essex  County,  in  said  State,  party  of  the  first 
part  and  Thomas  A.  Edison  Inventor,  residing  in  West  Orange 
Essex  County,  State  of  Hew  Jersey  party,  of  the .  second  part, 
witnesseth. 

Whereas  the  said  party  of  the  second  part  has  inven¬ 
ted  a  new  and  useful  Storage  Battery  and  several  modifica¬ 
tions  thereof,  and  has  applied  to  the  Patent  Office  of  the 
United  States  for  patents  upon  the  same,  and  the  said  party 
of  the  second  part  is  still  engaged  in  perfecting  such 
battery  or  batteries. 

And  vhereas  the  party  of  the  first  part  is  desir¬ 
ous  of  purchasing  from  the  said  partyof  the  second  part, 
all  of  his-  inventions  on  Storage.  Batteries*  which  have 
already  been  made  or»-'whioh  may  bd  made  during  a  period  of 
five  years  from  Eebruary  first  nineteen  hundred  and  one, 
and  all  right,  title  and  interest  in  all  applications  for 
patents  for  Storage  Batteries  now  pending  in  the  United 
States  Patent  Offioe,  and  the.  patents  when  issued  and  all 
future  applications  for  Storage  Batteries  which  may  be 
made  during  said  period  of  five  years  within  the  United 
States. 

How  this  agreement  witnesseth  that  for  and  in 
consideration  of  the  sum  of.  One  Million  Dollars.  ($1,000,000 
of  which  sum  One  Thousand  Dollars  shall  be  cash  and  Mine 
Hundred  and  Ninety  Nine  Thousand  Dollars  ($999,000.00)  in 
full  paid  non-asses  Sable  stock  of  the  party  of  the  first 
part,  the  receipt  of  which  is  hereby  acknowledged  by  the 
party  of  the  seoond  part. 

And  the  said  party  of  the  seoond  part  hereby 


agrees  to  transfer  and  does  hereby  transfer  all  his'  right, 
title  and  interest  in  the  said  improvements  on  Storage 
Batteries  within  the  Unites  States  to  the.  party  of  the  first 
part  and  all  right,  title  and  interest  in  and  to  the  inven¬ 
tion  covered  by  the  applications  for  patents  for  the  Storage 
Batteries,  filed ‘in  the  Unites  States  Patent  Office  as  per 
sohedule  hereto  annexed,  and  all  future  improvements  thereon 
in  the  United  States  made  during  the  period  of  five  years 
from  February  1st,  1901. 

And  the  said  party  of  the  second  part  further 
agrees  that  he  will  give  a  reasonable  proportion  of  his 
time,  in  view  of  his  other  interests  and  engagements,  to¬ 
wards  perfecting  the  Storage  Batteries  now  made  and  to 
be  made,  as  well  as  any  manufacturing  devices  therefor 
made  during  said  period  of  five  years  and  will  Bign  all 
neaessary  papers  to  carry  out  the  intent  of  this  agreement. 

It  iB  further  agreed  that  all  expenses  in  oonneo- 


tion  with  the  experimental  work  from  February  1st,  1901 
relating  to  these  inventions  and  also  expenses  connected 
with  the  application  for  patents  and  the  taking  over  of 
these  patents  is  to  pe  paid  by  the  party  of  the  first  part, 
HT  WITNESS  VfflEREOB  the  party  of  the  first  part  has 
caused  this;  agreement  to  be  signed  by  its  President  and 
Secretary  and  its  corporate  seal  to  be  attached,  and  the 
party  of  the  second  part  has  hereunto  set  his  hand  and 
seal  this  l?th  day  of.  Jttly  1901, 


Signed  Sealed  and  deliv¬ 
ered  in  the  presence  of 


list  of  Applications  filed  with  the 
United  States  Patent  Office. 


E.  1048  Reversible  Galvanic  Batteries,  filed  Oot.  31,1900 
Serial  Eo.  £4,994. 

E.  1049  Reversible  Galvanio  Batteries,  filed  Oot.  31,1900 
Serial  Eo.  34,995. 

E.  1051  Reversible  Galv&iic  Batteries,  filed  Jan.  8,  1901 
Serial  Eo.  42,514. 

E.  1053  Reversible  Galvanic  Batteries,  filed  March  5,  1901 
Serial  Eo.  49,934. 

E.  1054  Reversible  Galvanic  Batteries,  filed  March  5,  1901' 
Serial  Eo.  49,935. 

E.  1055  Reversible  Galvanio  Batteries,  filed  Maroh  1,  1901 
Serial  Eo.  49,452. 

E.  1056  Reversible  Galvanio  Batteries,  filed  Maroh  1,  1901 
Serial  Eo.  49,453. 

E,  .1058  Depolarizers  for  Reversible  Galvanio  Batteries, 
filed  May  9,  1901,  Serial  Eo.  59,512. 

E.  1059  Electrodes  for  Galvanic  Batteries,  filed  May  17,1911 
Serial  Eo.  60,661. 


September  17,1901. 


fir.  Randolph 

Please  credit  check  of  $1,000.  to  Thomas  T.  Gaunt,  11  W 
36th  Street  ,Hevv  York.  Mr.  Edison  has  agreed  with  Dr.  Gaunt  to 
let  him  have  $5,000.  on  his  subscription  of  $50,000.  of  the  bonds 
I  have  acknowledged  receipt  of  Mr.  Gaunt' s  letter .  Please  make 
out  formal  receipt  -and  forward  to  Mr.  Gaunt. 

Yours" very  truly,  ‘  v 


YT.S.  Mallory, V.P. 

Li 


923 


MEMORANDUM 


Mr.  H.  F.  Miller 


October  13,  1909, 


.  I  hand  you  herewith  copy  of  letter 
to  J.S.  Morgan,  dated  November  10th,  1904,  letter  from 
J.  P.  Morgan  dated  August  31st,  1909,  and  three  copies 
of  the  proposed  agreement,  to  be  made  with  the  British 
Edison  Storage  Battery  Company,  ltd.,  as  soon  as  that 
oompany  is  formed,  and  providing  the  agreement  is  satis¬ 
factory  to  Mr.  Morgan  and  his  associates.  Please  file 
these  papers  away  for  safe  keeping,  so  that  if  the  agree¬ 
ment  is  approved  it  can  be  executed  as  soon  as  the 
British  Company  haB  been  organized  and  the  required  per¬ 
centage  of  its  capital  stock  has  been  paid  in. 


[ENCLOSURE] 


"  Copy  » 

ITovember  10th,  1904. 

Messrs.  J.  S.  Morgan  &  Co . , 

London,  England. 

Lear  Sirs: 

I  have  just' written  a  letter  to  Messrs.  Morgan,  Harjos  &  Co. 
Paris,  in  regard  to  the  financing  of  a  company  which  I  wish  to.  have 
formed  in  Prance  for  the  exploitation  of  my  Storage  Battery,  and  would 
like  you,  if  agreeable,  to  act  in  a  similar  capacity  in  oonngotion 
with  the  exploitation  of  said  batter^in  Engiand'. 

?.Ty  idea  would  be  to  form  a  company  with  a  capital  of 
§750,000 .  which  capital  should  be  subocibed  for  in  cash'at  not  less 
than  95$  and  shall  be  paid  in  by  calls  as  necded'for  equipment, 
maintenance  and  operation  of  suitable  factory  or  factories. 

’Then  said  corporation  is  organized  and  its  stock  under¬ 
written,  I  will  make  a  contract  with  it  granting  the  same  the  sole 
and  exclusive  and  non-assignable  license  under  all  my  storage  battery 
patents  in  England  and  also  under  my  patents  and v applications  in 
said  country  for  improvements  which  X  may  make  on.  said  Battery 
v/ithin  ton  years  from  the  date  of  said  contract-.  The  license  would 
also  includo  patents  in  said  country  made  by  any  of  my  assistants 
on  said  Battery  which  may  be  assigned  to  me.  I  will  also  transfer 
to  the  Company  my  license  under  British  Patent  ITo.  which  I 

now  own. 

In  consideration  of  said  contract  and  license  agreement 
the  Company  will  pay  me  or  my  assigns  a  royalty  of  sixty  cents  (§0.60) 
payable  quarterly  on  each  Edison  Standard  Cell  of  18  plates  (24 
pockets  per  plate)  manufactured  during  the  life  Of  any  of  said  pa¬ 
tents,  and  a  corresponding  royalty  at  the  same  rate  .per  18;  plates 


[ENCLOSURE] 


(Messrs.  J.S.  Morgan  &  Co.-- 2) 
on  other  Edison  Cells  which  said  Company  may  manufacture. 

Out  of  the  actual  earnings  of  the  Company  after  the 
payment  of  said  royalty,  the  stockholders  shall  he  paid  a  dividend 
of  six  per  oent.  on  the  invested  oapital  and  after  the  payment  of 
said  dividend  any  surplus  earnings  shall  he  distributed  in  the  pro¬ 
portions  of  sixty  per  cent,  to  me  or  my  assigns  and  forty  per  bent/ 
to  the  stockholders. 

After  all  the  patents  shall  have  expired  as  contemplated 
in  said  lioonse  agreement  the  royalties  shall  cease,  hut  the  surplus 
earnings  over  and  above  six  per  cent,  on the'  oapital  .shall  continue 
to  he  distributed  as  above  provided. 

I  Should  wifih  the  Company  to  agree  not  to  increase  its 
capital  in  order  to  consolidate  with  or  purchase  any  other  Company, 
nor  sell  the  said  contract  or  impair  it  in  any  way,  nor  to  purchase 
or  manufacture  any  other  article  than  the  Edison  Storage  Battery, 
nor  to  use  its  earnings  for  increasing  the  capacity  of  itB  plant, 
and  also  not  to  go  into  the  business  of  renting  batteries,  nor  to 
enter  into  any  obligations  beyond  its  capacity  to  pay  therefor  from 
its  cash  capital,  without  being  authorized  to  do  so  by  myself  or 
iny  assigns. 

The  above  restrictions  being  simplji  made  for  my  protection, 
I  have,  therefore,  no  objeotion  to  the  Company  increasing  its  oapital 
for  extending  its  factory  capacity  or  working  oapital. 

I  also  favor  the  writing  off  yearly  of  ten  per  oent  of 
the  earnings  for  depreciation  and  sinking  fund  until  it  ’amounts  to 
ten  per  oent  of  the  oapital  invested. 

The  right  too  nominate  and  have  elected  one  representative 
on  the  Board  of  Directors  or  Executive  members  of  said  Company  shall 


[ENCLOSURE] 


(Messrs.  J.  5.  Morgan  &  Co. — S) 


■be  given  to  me  or  my  assigns  so  long  as  the  Company  may  exist. 

The  Company  will  agree  not  to  sell  Edison  Batteries  for 
export  to  any  other  oountry  than  England  o.nd  her  South  African  colon¬ 
ies  nor,  knowingly,  to  sell  to  persons,  firms  or  corporations  who 
do  on  exporting  business  out  of  said  country  unless  with  the  express 
permission  of  myself  or  my  assigns. 

1  will  agree  that  in  the  sale  of  any  rights  under  the 
Edison  Battery  Patents  in  any  other  oountry.  in  the  World  to  insert 
corresponding  provisions  in  any  license  agreements,  prohibiting  ex- 
poration  into  England  and  her  South  African  colonies. 

I  also  deBire  the  Company  to  oonsult  and  be  guided  by  me 
or  my  assigiis  in  the  event  of  any  patentsui.t  brought  by  or  against 
the  Company]  the  expense  of  such  suits  to  be  assumed  half  by  myself 
and  half  by /the  Company-. 

v)  I 'will  agree  to  furnish  at  cost,  drawings  of  any  improved 
machinery  for.  manufacturing  the  Batteries  which  Imay  make  during 
the  existence  of  said  contract.  '* 

i  ,  The  contract  in  question  will  provide  that  there  shall  be 
an  accounting  as  to  profits,  only  to  be  determined  by  Public  Accoun¬ 
tants,  and  that  the  books  of  the  Company  shall  at  any  time  be  open 
for  inspection  to  me  or  my  assigns  upon  reasonable  notice.  Provision 
will  also  bo  made  for  a  report  to  me  of  the  business  done  by  the 
Company  once  a  month,  Finally,  there  will  be  the  usual  provision 
in  the  contract , providing  for  its  termination,  without  prejudice 
to  any  claim  which  I  or  my  assigns  may  have  against  the  Company, 
upon  the  failure  of  the  Company  to  carry  out  the  terms  and  condi¬ 
tions  thereof. 

To  reimburse  (at  the  rate  of  six  per  cent.)  the  .interest 
accrued  on  the  invested  capital  up-  to  the  time  when  the  Company  has 


_ A 


[ENCLOSURE] 


(Messrs.  J.  S.  Morgan  &  Co.— 4) 

•been  able  to  earn  interest  on  said  oapital,  I  will  agree  to  forego 
tho  payment  to  me  of  half  of  my  royalties  until  accrued  interest 
is  paid  up. 

1  also  wish  tho  Company  to  agree  not  to  commence  manufactur¬ 
ing  operations,  or  incur  expenses  in  connection  therewith  without 
my  oonsent. 

Kindly  let  mo  know  within  sixty  days  from  tho  date  if  this 
proposition  meets  with  your  approval,  in  which  case  I  will  agree  not 
to  enter  into  any  negotiations  for  the  exploitation  of  my  storage 
Battery  with  any  other  party  or  parties  before  July  1st,  1905. 

Yours  truly, 


[ENCLOSURE] 


23  'MZ^S&ee.tr. 


August  31st  1909. 


My  dear  Mr.  Edison, 

Referring  to  our  pleasant  conversation  the  other  day,  I  under¬ 
stood  that  you  were  going  to  give  me  further  particulars  in  regard  to  the 
Battery  which  I  could  send  over  to  London  for  their  information.  The 
particulars  have  not  yet  oome  to  hand,  and  our  friends  in  London  would  be 
glad  to  have  them  in  order  to  arrange  the  best  possible  basis  for  going  on 
with  the  business.  May  I  ask  you,  therefore,  to  let  me  have  the  particu¬ 

lars  at  your  earliest  convenience. 


4  r 


T.  A.  Edison,  Esq., 

Llewellyn  Park,  .  Ji 

Orange,  N.J.  lJ 


[ENCLOSURE] 


Curve  6A.  shots  the  loss  of  capacity  under  a  severe 
WethPC  of.  testing-  in  the  Laboratory  to  get  quick  results,, 
between,  the  old  E.  battery  and  the  new  A.  battery. 

The 'old  batteries  were  and  aye  now  used  in  several  hundred 
delivery  wagons,  and  had  to  have  the  niokel  plate  changed 
after  their  oapacity  had  diminished  to  70  %  of  the  original. 
This  would  represent  about  125  complete , charg es  and  discharges 
on  the  aooelerating  test  bn  Curve  sheet  6A;  but  in  actual  ,, 
practice  the  old  cells  lasted  very  much  longer. 


The  following  is  taken  from  the  records  of  the  best 
known  firms  nhich  are  using  the  old  E  cells. 


Hehicles 

Up  Keep  Ter 
Battery  Tsar 

Total  Charges 
Of  life 

Adams  Impress 

Aitken  &  Company  : 

155 

$68. 

651 

Vantine  5 

13 

53# 

iogft 

Tiffany  &  Co. 

21 

48# 

1113 

Hearne  &  Co# 

14 

30. 

663 

Kaoy  &  Co# 

15 

36. 

639. 

The  variation  in  life  and  costs  are  due  to  more  or  less' 
card  in  attending  the  battery  and  also  to  the  amount  of  work. 
The se  vehicle 8  are  one  and  two  ton  delivery  wagons. 

•  It  trill  he  seen  that  in  actual  work  the  life  of  the  old 
a  battery  is  over  five  times  that  shown  on  the  curve  6A. 

There  is  no  reason  why  the  new  battery  should  not  give  five 
times  the  life  shown  on  the  same  sheet}  as  all  the  defects 
whiohwere  iji  the  old  battery  are  removed# 

ft  Will  be  seen  by  the  Curve  that  the  battery  has  had 
415  complete  charges  and  discharges  and  is  still  seven  per¬ 
cent  higher  than  When  it  started*  x»00 

(Auic-U^n^c  Gtfim  a  -n.n.wt.r  p(c3c«  1  mUj  aJliUn  IIOO. 


the.  extra  Weight  of  the  battery  requires  a  more 
powerful  Wagon  which  is  costly# 


far  the  chassis  of  a  one  ton  delivery 
figures  out  that  for  every  pound  of 
v-vii a  cent#  must  be  invested  in  chassis# 
i?#*  §wm£*t  lend  Battery- Kar  to  'he  carried,  it 
*t  an  mmf  of  for  Chassis.  •  Hither 

fill  the  ftieh| jirf  re  jght  onrriea  must  he-  reduced  from 
I*  fp»  peunae#in  addition  to  this  .extra  west 
^ J eadh at t e*y „  mafceOg.  its.. initial  whet  equal  to  the 


. . . weight  of  vehicle  -ana  battery  hew  -to  -he  pulled 

fSciifl  #■  m  enpeaew  again?*  there  in  the'  wear  of  rubber  tire* 


[ENCLOSURE] 


lSiv^nd*Rt  a*°ve  the  lead  Battery  operated  over  a 

S'  £2a?2  in  *  v^iola  troiad  have  to  he  sold  Vox  less 

tfreat^HumhKT*  n£B  pre0o?t  aotuai  00B1;>  °»  account  of  the 
great  number  or ,  renewals  necessary. 

from  Se  :J°Sa»aiSS  costs  and  life  were  obtained 

3S  «*.Sa  S  “*  ™e  w111  t"‘»  *•>« 

J«t  MJUl  k<wc.  od-uita,  3  o  *7.  c)«a*e^  ttpa. 


[ENCLOSURE] 


?£ach,inery,  tools  &_£ixturi 
12  produce 

5  0  0  CELLS  PER  DAY  | 


PRkss  PtepfT 


)  Bliss  Presses  #19  ©  $162.00 
3  "  #21  ©  $337.50 

L  "  "  #95i  ■ 

^efkin®  "  #1 2 * * 5 6 * 8  ®  $1056.80 

Biles  Shears 

'  Manville  Presses  ©  $345.00 
■  Prop  Hammers  @  $117.60 
Tumbling  Barrel 
Can  Bending  Machines  ©  $188.3 
Bending  Fixture 
Gas  Furnace  &  Blower 
Hydraulic  Presses 
Countershafts,  Hangers,  Pul¬ 
leys  and  Belting, 


1  Hydraulic  Depression  Press 

1  Squaring  Press  (Edison) 

2  Side  Welding  Machines©  $183.. 

5  Top  &  Bottom  Weld. Mch. @$593.  i 
1  Autogenous  Welding  Outfit 

Sundry  Tools 

TUBE  LOADING. 

150  Loading  Machines  @  $350.00 

11  Closing  In  Machines  @  $30.00 
7  Reaming  Machines  ©  $30.00 

26  Ringing  Machines  @  $185.00 

5  Trimming  Machines  @  $30.00 
Countershafts,  Hangers,  Pul¬ 
leys  and  Belting, 

PERFORATING  DEPT. 

ia  ?er5°fatine  Machines  ©  $315.28 
Swedging  Presses  @  $212,50 
2  Stock  Winders  ©  $25.00 

12  Brushing  Machines  @  $375.00 

6  Sawing  Machines  @  $45.00 

20  Strip  Grind 'g  Mch.  @  $616.00 
.  12  Tube  Drawing  Mch.r  ©  $1025'.  00 

Countershafts,  Hangers,  Pul* 
leys  and  Belting, 


SMALL" TOOLS 


:  972.00 

:  2700. 00 

:  1385.00 

:  2101. 60 

:  247.50 

:  1035.00 

:  235.00 

:  50.00 

0:  376.60 

:  135.00 

:  4300.00 

1515.00 

1844.40 

262.50 

1500.00 

390.00 
•  72.75 

7.50 

59.54 

825.00 

:  .  339.37 

:  13877.07 

6476'.  69~ 

20353. 76 

:  175.00 

:  35.00 

3:  366.80 

5!  2966.25 

!  1550.00 

S 

:  bo93, 05 

60.00 

180.00 

4E>]  00 
285.  00 

5378.05 

»  i 

:  52500. 00 

330.00 
210. 00 
4810.00 
150.00 

i 

59.85  ; 
5234.63 
13.13 
29;  25 
270.00 

686.80 
b8686. 80 ' 

5*606.  86" 

64293.66 

3783.36 

6162.50 

50.00 

4500.00 

270.00 

12320.00 

12300.-00- 

918.75 

2587. 62 
419  *73. 48 

918.  75" 

42892. 23 

Carried  Forward. . . $132917.  71 


[ENCLOSURE] 


Br  ought i Forward  " 

SCREW  DEPT. 

S““ lellond  Milling  Mch. @$373. 00 
1  Countersinking  Mch. (Edison)  ■ 

1  Bench  lathe 

\  Speed  lathe 

Forming  Fixture 

2  Manville  Foot  Presses  @  $25 
Soda  Tank 

2  Tapping  lathes  @  $25.00 

3  Centrefuge,  Am.ldry  Co. 

8  Drill  Presses  @  $168.75 

8  Hand  Screw  Machines  @  $310.00 

2  Grinding  Wheels  @  $25.00’t 

12  Acme  Auto  Screw  Mch.  @  $1500 
6  Pratt  &  Whitney  Scr.Mch.®  $610 

3  Morse  Grinding  Mchs.  ©  $525 
Countershafts,  Hangers,  Pul¬ 
leys  and  Belting 

IRON  10ADING  DEPT. 

6  Extracting  Mch.  @  $25.00 
"  Fingers 

6  Pocket  loading  Mch.  ©  $375.00 
"  "  Moulds 

"  "  Tools 

6  Closing  In  Machines  @  $100.00 
"  Tools 

2  Grooving  Machines  @  $40.00 
Fixtures  for  Sizeing 
Countershafts,  Hangers,  Pul¬ 
leys  and  Belting’ 

F1AKE  PRODUCING  DEPT. 

Mactiy,  Tools,  Equipment 
Solution  Purifying  Dept. 

fiake  separating. 

New  System  for  Separating 
6  Bliss  Shears  @  $284.50 

Countershafts,  Hangers,  Pul¬ 
leys  and  Belting 

RUBBER  TREATING  DEPT. 

Material  &  Equipment 

ANNEA1ING  DEPT. 

Tools,  Fixtures  &  Equipment 

NICKEL  HYDRATE  DEPT. 

grinding  &  New  Wash. System 
Tools  &  Fixtures  for  Ni.Hydr. 
NICKED  P1ATING  DEPT.. 


[ENCLOSURE] 


s/  October.  13.19C9 


J.  P.  Morgan,  Jr.,  Esq., 

HepBr8-"J^^lTr£?^ 

London,  Englani 


....  ,  .  v  Enclosed  X  Leg  to  hand  you  a  copy  of*a^ 

°ereement  whioh,|  am  prepared,  to  execute  wfcen  . 
thfe,B^itJsh  ."battery  company  .is ..formed  , for  the  purpose.--, 
*>.  °f :  «Br  Uifor.ovfed,' storage  battery  ..’in  -England. 

I  Have  followed  as  clo^ely  as.  poa.sihle  the  proposition 
outlined  'in  my  fetter  of  'ffoVember ;  10th,  1904,  .to  , Messrs. 

■  J.  'S.  Morgan  &  Company.  .The  royalty 'bf  sixty  cents  per 
cell  on  cells  or  the  A-4  type  is  in  reality  considerably 
leBB  than  the  royalty  mentioned  in  the  original  proposi- 
•*-  ti°n„  f'or  the  reason  thdt  4the  _  capacity  of  -the~ A;4  -oel-1. 
would. he  very  much  higher  than  the  old  E-18  cell.!  I 
make  this  concession  to  you,  however,  beoause  the  some 
concession  was  made  to  the  German  Company. 

^  •t,e*  me  know  if  this  proposed  agreement  is. 

^  j^ao.o,sp,thble\  to  you. '  ’  ,  j’-'’  -• 


[ENCLOSURE] 


-  and  - 

BRITISH  EDISON  STORAGE  BATTERY 
COMPANY,  LIMITED. 


[ENCLOSURE] 


AGREEMENT  made  this  day  of  in  the 

year  one  thousand  nine  hundred  and  ,  hy  and  between 
THOaiAS  A.  EDISOP,  of  Llewellyn  Park,  Orange,  Pew  Jersey, 
hereinafter  referred  to  as  "said  Edison",  party  of  the 
first  part,  and  the  BRITISH  EDISOP  STORAGE  BATTERY  COMPAPY, 
LIMITED,  hereinafter  referred  to  as  "said  Company",  party 
of  the  second  parts 

WHEREAS,  the  said  Edison  has  invented  an  improv¬ 
ed  storage  battery  and  is  the  owner  of  a  large  number  of 
British  patents  thereon;  and 

WHEREAS,  said  Company  has  been  formed  in  order 

I  to  exploit  the  said  storage  battery  within  Great  Britain 
and  her  South  African  Colonies  with  a  capital  stock  of 
one  hundred  and  fifty  thousand  pounds  , Sterling  (£150,000) 
which  capital  has  been  subscribed  for  at  not  less  than 
ninety-five  per  cent  (95$  of  par,  and  upon  which  the  first 
instalment  of  twenty-five  per  cent  has  been  paid  in  cash, 
the  remaining  seventy-five  per  cent  to  be  called  by  the 
Board  of  Directors  as  needed. 

POYT,  THEREFORE,  THIS  IPDE1TTURE  WITPESSETH: 

FIRST;  Said  Edison  hereby  grants  to  said  Company  the 
sole,  exclusive  and  non-assignable  license  under  all  of  his 
said  storage  battery  patents  in  Great  Britain,  and  also 
under  any  patents  relating  to  storage  batteries  to  be  gran¬ 
ted  to,  and  under  any  applications  for  such  patents  to  be 
made  by  said  Edison  within  ten  years  from  the  date  of  this 


[ENCLOSURE] 


agreement.  .  This  license  shall  also  include  patents  and 
applications  in  Great  Britain  made  hy  any  of  said  Edison*a 
assistants  relating  to  storage  batteries  which  may  he  as¬ 
signed  to  said  Edison  within  .the  said  period  of  ten  years. 
The  following  are  the  existing  British  patents  under  which 
the  Baid  license  is  hereby  granted: 

Bo.  2,490,  of  February  5,  1901,  STORAGE  BATTERIES; 

Bo.  10,505,  of  May  21,  1901,  STORAGE  BATTERIES; 

Bo.  20,072,  of  October  8,  1901,  ELECTRICAL  ACCUMULATOR; 

Bo.  322,  of  January  6,  1903,  IMPROVEMENTS  IB  STORAGE 
BATTERIES  ABD  IB  APPARATUS  EMPLOYED  IB  THE 
MABUPACTURE  THEREOF; 

Bo.  26,948,  of  December  10,  1904,  STORAGE  BATTERIES; 

Bo.  26,947,  of  December  10,  1904,  METHOD  ABD  APPARATUS 
FOR  CLEABIBG  METALLIC  SURFACES; 

Bo.  26,949,  of  December  10,  1904,  COBTIBUOUS  APPARATUS 
FOR  NICKEL  PLATIHG; 

Bo.  1,924,  of  November  2,  1905,  ELECTRODE  FOR  STORAGE 
BATTERIES; 

Bo.  1,925,  of  March  30,  1905,  STORAGE  BATTERY  ELECTRODE; 

Bo.  1,926,  of  March  30,  1905,  PROCESS  OF  MAKING  METALLIC 
FILMS  OR  FLAKES; 

Bo.  1,927,  of  March  30,  1905,  ELECTRODE  MASS  FOR  STORAGE 
.  BATTERIES  ABD  PROCESS  OF  FORMING  THE  SAME; 

No.  1,928,  of  April  28,  1905,  STORAGE  BATTERY  ELECTRODE; 

No.  1,929,  of  January  25,  1906,  TAMPING  MACHINE; ; 

Bo.  1,671,  of  December  5,  1905,  PROCESS  OF  MAKING  METALLIC 
FILMS  OR  FLAKES; 

Bo.  401,  of  May  10,  1907,  ELECTROLYTES  FOR  AT.trAT.TUT; 

..  STORAGE  BATTERIES; 

Bo.  15,362,  of  February  6,  1908,  METALLIC  FILMS  ABD  PROCESS 
OF  PREPARING  THE  SAME. 

2. 


[ENCLOSURE] 


SECOMD:  In  consideration  for  the  granting  and  trans¬ 
fer  of  such  licenses,  said  Conpany  agrees  to  pay  to  said 
Edison,  his  heirs,  legal  representatives  or  assigns,  a 
royalty  of  sixty  (60)  cents  United  States  currency  on  each 
standard  Edison  storage  battery  cell  of  the  type  known  as 
the  "A  4  cell",  containing  four  positive  and  five  negative 
plates.  Eor  other  Edison  storage  battery  cells  manufac¬ 
tured  by  said  Company,  the  royalty  payable  to  said  Edison 
shall  bear  the  same  proportion  to  the  above  royalty  of 
sixty  cents  per  cell  as  the  capacity  of  such  other  cells 
shall  bear  to  the  capacity  of  a  standard  "A  4  cell";  that 
is  to  say,  if  the  Company  shall  manufacture  cells  having 
one-half  the  capacity  of  a  standard  "A  4  cell"  the  royalty 
payable  thereon  shall  be  thirty  (30)  cents  for  each  of 
Baid  cells,  and  if  it  manufactures  cells  having  double  the 
capacity  of  a  standard  "A  4  cell"  the  royalty  payable  there, 
on  shall  be  one  dollar  and  twenty  cents  ($1.20).  for  each 
of  said  cells.  After  all  of  the  patents  have  expired,  the 
royalties  shall  cease. 

THIRD:  It  is  mutually  agreed  by  and  between  the 

parties  hereto,  that  the  said  Edison  shall  further  partici¬ 
pate  in  the  surplus  earnings  of  said  Company  upon  the  fol¬ 
lowing  basis: 

Of  the  actual  earnings  of  said  Company  in  each 
and  every  fiscal  year,  after  the  payment  of  the  said  royal¬ 
ties  to  the  said  Edison,  the  stockholders  shall  be  paid 
an  annual  dividend  of  six  {&%)  per  cent  upon  the  invested 
cash  capital,  which  said  dividend  shall  be  cumulative,  and 
after  the  payment  of  the  said  dividend,  any  surplus  earn- 

3. 


[ENCLOSURE] 


ings  shall  he  distributed  in  the  proportion  of  sixty  per 
cent  (60%)  to  said  Edison,  his  heirs,  legal  representatives 
or  assigns,  forty  per  cent  (40$  remaining  at  the  disposal 
of  the  said  Company.  It  is  however  understood  and  agreed 
that  no  distribution  of  surplus  earnings  shall  be  made  un¬ 
til  all  accumulated  dividends  at  the  rate  of  six  per  cent 
(6$  per  annum  shall  have  been  first  earned.  Such  distri¬ 
bution  of  any  surplus  earnings  shall  be  made  within  ninety 
days  after  the  end  of  each  and  every  fiscal  year  of  said 
Company,  and  for  the  purpose  of  such  distribution  there 
shall  be  an  annual  accounting,  made  by  public  accountants 
of  the  business  done  by  said  Conpany  in  each  year. 

The  above  participation  of  said  Edison  in  the 
surplus  earningB  of  the  Company  shall  remain  in  force 
during  the  life  of  said  Company.  The  payment  of  the  roy¬ 
alties  above  provided  for  shall  be  made  quarterly.  All 
amofints  due  the  said  Edison  shall  be  payable  at  his  dis¬ 
cretion  either  in  London  or  in  Mew  York. 

FOURTH:  The  said  Company  hereby  agrees  and  covenants 

not  to  make  any  of  the  following  transactions  unless  direct¬ 
ly  authorized  to  do  so  by  the  said  Edison  or  his  heirs,  ' 
legal  representatives  or  assigns: 

(1)  To  increase  its  capital  in  order  to  consolidate 
with  or  purchase  any  other  corpany. 

(2)  To  sell  or  transfer  or  in  any  way  impair  the 
rights  acquired  by  the  present  agreement. 

(3)  To  use  its  earnings  for  increasing  the  capacity 
of  its  plant  or  to  put  in  reserve  more  than  ten  per  cent 
of  its  net  earnings,  but  the  said  Company  may  increase  its 
capital  stock  for  extending  its  factory  capacity  or  work¬ 
ing  capital  without  the  consent  of  the  said  Edison. 


4. 


[ENCLOSURE] 


(4)  To  purchase  or  manufacture  any  other  article 
than  the  Edison  Storage  Battery. 

(5)  To  go  into  the  "business  of  renting  batteries. 

(6)  To  enter  into  any  obligations  beyond  its  capa¬ 
city  to  pay  therefor  from  its  cash  capital. 

E1ETH:  The  said  Company  hereby  agrees  that  the  said 

Edison  shall  have  the  right  to  nominate  and  have  elected 
one  representative  on  the  Board  of  Directors  or  Executive 
Members  of  said  Company  so  long  as  the  said  Company  may 
exist . 

SIXTH:  The  said  Company  further  agrees  not  to  sell 

Edison  batteries  for  export  to  any  other  country  than  Great 
Britain  and  her  South  African  colonies,  nor  knowingly  to 
sell  Edison  storage  batteries  to  persons,  firms  or  corpora¬ 
tions  who  do  an  exporting  business,  unless  with  the  express 
permission  of  said  Edison  or  his  legal  representatives  or 
assigns.  Said  Edison  for  his  part  agrees  that  in  the  sale 
of  any  rights  under  the  Edison  Storage  Battery  patents  in 
other  countries,  he  will  insert  corresponding  provisions 
in  any  license  agreements,  prohibiting  exportation  into 
Great  Britain  and  her  South  African  colonies. 

SEVEHTH:  The  expense  of  any  law  suits  or  other  legal 
proceedings  brought  by  or  against  the  Company  and  involv¬ 
ing  the  right  of  said  Company  to  exploit  the  patents  afore¬ 
said,  shall  be  equally  divided  between  said  Company  and 
said  Edison.  Said  Company  shall  consult  and  be  guided 
by  the  said  Edison,  his  legal  representatives  or  assigns, 
in  the  event  of  any  patent  suit  brought  by  or  against  said 
Company,  and  in  every  such  case  said  EdiBon  shall  be  en- 

5. 


[ENCLOSURE] 


titled  to  employ  special  counsel  to  follow  his  own  instruc¬ 
tions  and  to  control  the  suit  in  collaboration  v/ith  the 
counsel  of  said  Company. 

EIGHTH:  Said  Edison  will  furnish  at  cost  to  said 
Company,  drawings  of  any  improved  machinery  for  manufac¬ 
turing  the  batteries  which  he  may  make  during  the  exist¬ 
ence  of  the  present  contract.  Until  suitable  facilities 
are  provided  by  said  Company  for  manufacturing  the  active 
chemical  materials  necessary  for  thOj battery,  said  Edison 
will  furnish  said  chemicals  to  said  Company  at  a  profit  of 
twenty-five  per  cent  (25$  over  and  above  actual  cost. 

EIUTH:  It  is  mutually  agreed  by  and  between  the 
parties  hereto  that  until  the  said  Company  is  on  a  substan¬ 
tial  basis  as  a  going  concern,  that  is,  until  such  time  as 
it  is  paying  expenses  and  fixed  charges,  the  Baid  EdiBOn 
shall  have  entire  technical  control  of  said  Company,  shall 
decide  what  manufacturing  operations  are  to  be  carried  on, 
by  whom  and  in  what  manner  the  manufacturing  shall  be  per¬ 
formed,  whether  any  factory  shall  be  constructed,  and,  if 
so,  the  location  and  the  mode  of  construction  and  capacity 
thereof,  and  all  drawings  and  plans  shall  be  subject  to 
his  approval.  A  report  of  the  business  done  by  the  said 
Company  shall  be  made  to  said  Edison  each  month  during  the 
entire  life  of  the  said  Company,  and  the  books  of  the  Com¬ 
pany  shall  be  open  for  inspection  to  the  said  Edison,  his 
legal  representatives  or  assigns,  at  any  time  upon  reason¬ 
able  notice.  Said  Company  agrees  not  to  commence  manu¬ 
facturing  operations  or  to  incur  expenses  in  connection 
therewith  without  the  consent  and  approval  of  the  said 
Edison,  his  legal  representatives  and  assigns. 

6. 


[ENCLOSURE] 


TENTH:  The  said  Edison  hereby  agrees  that  the  said 
Company  may,  if  permitted  by  British  law,  pay  interest  at 
th*  rate  of  six  per  cent  [&%)  on  the  invested  capital  up 
to  the  time  when  the  Company  is  able  to  earn  interest  there 
on,  and  the  said  Edison,  for  himself,  his  legal  represent¬ 
atives  or  assigns,  agrees  to  temporarily  suspend  the  pay¬ 
ment  to  himself,  his  legal  representatives  or  assigns,  of 
one-half  of  his  royalty  above  provided  for  until  accrued 
interest  at  the  rate  of  six  per  cent  (6^)  per  annum  upon 
the  invested  capital  has  been  earned  by  said  Company.  It 
is  however  distinctly  understood  that  as  soon  as  accrued 
dividends  at  the  rate  of  six  per  oent  (6$)  per  annum  shall 
have  been  earned  by  the  said  Company,  the  full  royalties 
herein  provided  for  shall  thereafter  be  paid,  it  being 
only  the  intention  of  said  Edison  to  assist  said  Company 
during  its  preliminary  operations. 

This  agreement  shall  terminate  upon  failure  of  said 
Company  to  carry  out  any  of  the  terms  and  conditions  here¬ 
of,  but  without  prejudice  to  any  claims  which  the  said 
Edison,  his  heirs,  legal  representatives  or  assigns  may 
have  against  the  said  Company,  and  in  the  event  of  such 
termination  the  licenses  herein  granted  shall  likewise 
terminate  and  be  canceled,  and  shall  thereafter  be  without 
force  and  effect. 

IN  WITNESS  WHBREOE,  the  parties  hereto  have  caused 
this  agreement  to  be  executed  on  the  day  and  year  first 
above  written. 

Witnesses  to  the  signature 

of  Thomas  A.  Edison.  - 

BRITISH  EDISOH  STORAGE  BAT¬ 
TERY  COMPANY, LIMITED, 

By 


Attest: 


\ 


Jan.  28,  1910. 


Messrs.  J.  E.  Morgan  &  Co., 

How  York  City. 

Gentlomon :  | 

In  connection  with  tho  Battory  Company  for  England, 
my  Engineers  havo  boon  for  many  wo  oka  making  ostiraatos  of 
machinery  tend  to  old'  for  manufacturing  .500  oellq  per  day  of 
10  hours  (excepting  ono  department,  which  must  •worli  20  hours), 
including  pov/or  station,  with  al-lovrcmoo  of  a  roaopnablo  profit 
to  tho  manufacturer  for  all  maohinory,  oto..,  which  enhijot  bo 
purchased  in  the  opon  markot.  Elio  actual  iionoy  necoscai-y  is 
§354,000.00.  Shis  does  not  include!  buildings ,  as  it  will  bo 
boat  to  ront  a.  factory  at  first,  but  does  include  cost  of 
placing  tho  maohinory  within  an  ordinary  factory  building. 

Chemical  Works  for  manufacturing  tho  active  material  .  1 

is  not  includod.  Ihe  Amorioan  works  will  manufacture  this 
mat o rial  for  tho  ’nglioh  Company  on  the  basis  of  cost  plus 
15#  for  profit.  A  groat  reduction  in  cost  will  thus  bo  made 
in  overhead' exponsos  ana  qnablo  uo  to  .  supply  tho  English  Com¬ 
pany  for  loss  than  they  oen  mako  it  thomsolvos,  and  thoy  also 
obtain  tho  advantage  of  tho  vory  low  price  for  which  I  got  my 
metallic  niokel,  duo  to  a  long  contract  I  mado  with  tho  IJiokol 
Eruot  wMlo.  Mr.  was  its  Irosiaont .  However,  if  at 

Any  time  in  tho  future  tho  English  Cornpany  .dosiro  .tp  monufao- 
turo  the  aotivo, material  thomsolvos,  .they  aro  , at  libqity  to  do  '  } 

- - - - - - : - ^  frf>, ft  ^V»v„  7*  „  . 


.  .  (2)  .4 

and  I  will  ooll  tlio  surplus  machinery  used  on  their  work  lor 
;)uct  what  it  cost. 

-  X  advise  that  tho  Company  havo  a  capital  of  ono  mil¬ 

lion  dollars,  so  that  thoy  can  oarry  their  stock  in  course  of 
manufacture  and  givo  tho  customary  credits. 

1  boliovo  I  eon  got  a  manufacturer  to  hid  on  making 
and  installing  tho  opeoial  machinery  and  possibly  ono  who  will 
contract  to  sot  up  and  operate  tho  whole  factory  and  turn  it 
over  as  a  going  oonoom  if  tho  buildings  are  provided. 

It  might  bo  well  that  some  person  of  business  abili¬ 
ty  bo  solootod  to  invostigato  tho  whole  venture,  as  a  oommor- 
oial  proposition,  before  any  monoy  is  ventured. 

,.\s  to  tho 'technical  part,  that  is  subject  to  exact 

fcnowlodgo . 

I  should  prefer  that  this  bo  dono,  as  I  find  it  vory 
pleasant  to  bo  associated  with  people  who  havo  as  much  faith 
in  a  thing  as  mysolf. 

Our  factory  horo  is  just  getting  in  shapo. 

Our  output  i3  200  colls  daily  and  is  gradually  boing  inoroased 
to  500. 

Wo  nro  many  thousand  colls  behind  our  orders,  and 
the  profit,  notwithstanding  our  large  overhead  espouses  at 
present,  is  about  one  dollar  por  ooll,  which  will  go  to 
$2.60-<®  $2.60  when  wo  roach  500.  Shis  I  oonsidor  rather  good, 
whon  wo  know  the  vast  field  for  improvomont  in  tho  coot  of 
production. 

If  any  further  information  is  dosirod,  addross  me 
at  Fort  Myers,  Florida,  till  April  1st,  whero  I  Bpond  my  yoarly 
vacation. 

Yours  vory  truly, 


5x_Cl/ 


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the  Bates  Advertising  Company 

OFFICE  OF 

CONVERSE  D.  MARSH 

CHAIRMAN  EXECUTIVE  COMMITTEE 

15  SPRUCE  ST.  NEW  YORK 

ENTRANCE  TO  OFFICE  FLOORS  5«  STORY 


Telephone  Numbe* 

4420  ) 

4421  Beekman. 

4422  J 


Tune  4, 


1910. 


Thomas  A.  Edison  EBq. , 
Orange,  H.T. 

Dear  Sirs- 


Referring  to  plan  drawn  up  tgr  Converse  D. 'Harsh, 
whioh  is  attached,  we  hereby  agree  to  jftaxoui  same  at  a 
price  of  «&iygtii_Thousand  Dollars,  (^p^toOuao)  should  you 
desire  us  to  execute  it.  All  copy  and  proof  to  be  submitted 
for  your  final  approval. 

Very  truly  yours, 

THE  BATES  ^VERTISIHG ^COMPANY, 

JtuuJwu 

SK  B  Eirst  Vioe/President. 


[ENCLOSURE] 


The  Converse  D.  Marsh  Company 

15  SPRUCE  STREET,  NEW  YORK 


May  20,  19X0. 


Thomas  A.  Edison  Esq., 

Orange,  B.J. 

Bear  Birr¬ 
s'01'  a  year’s  campaign  to  wake  up  the  Central  Stations  to 
the  tremendous  new  field  in  Bleotrio  Trucks  and  Electric  Automobiles, 
ijiade  possible  by  the  perfected  Edison  Battery  and  the  Eansden  Wagons, 
Z  submit  the  following: - 


SJUULl 

F.feg.t:  A.  Converse  D.  Marsh  to  give  personal  supervision,  to  (a) 
campaign  to  produoe  "sdmple  sales" of  lansden  Wagons. 

A  oampaign  with  Central  Stations  to  get  them  to 
realize  the  widespread  importance  of  the  Electric 
Truok  business,  and  to  induce  them  to  get  first¬ 
hand  information  on  such  an  Important  subject  by  send¬ 
ing  a  special  salesman  to  Orange  and  Hewark  to  re¬ 
ceive  proper  education  from  you  and  your  organiza¬ 
tion.  This  will  inolude  the  Central  Station 

starting  a  Truck  Dept,  in  which  of  course,  we  will 
try  to  have  the  Iiansden  Wagons  figure  exclusively. 

B.  A  constant  stream  of  publicity  in  the  technical  press 

C.  A  confidential  statistical  and  informative  circu¬ 
lar  issued  monthly  to  Central  Stations  telling  them 
what  . other  Central  Stations  have  done.  WhereTfou* 

.departments have  been  formed.  This  Bheet  to  be 
gotten  up  in  a  very  official-looking  style,  with 
no  pictures  or  anything  of  that  kind.  This  con¬ 
fidential  circular  will  only  be  sent  to  Central 
Stations  who  start  Truok  Depts.  but  the  other  Cen¬ 
tral  Stations  will  be  told  of  it  in  an  endeavor  to 
get  them  to  start  Truok  Departments. 

D.  The  Edison  Battery  House  Organ  to  be  sent  to  all  I 

Central  Stations  monthly  giving  the  latest  in-  ? 

formation.  f 


[ENCLOSURE] 


-  2  - 

33.  Follow-up  campaign  of  letters  and.  printed  matter 
details  of  which  we  give  on  another  sheet. 

F.  Special  personal  work  by  C.D.M.  with  the  big  syn¬ 
dicates  in  Hew  York,  for  which  no  oharge  will  be 
made. 

0.  As  a  tentative  suggestion,  C.D.M.  to’  go  on  the 
road  and  see  the  larger  Central  Stations  himself, 
and  besides  these,  the  big,  syndicates  in  Philadel-, 
phia  Boston  and  Chicago*  7a*.  $) 

Second. 

A  proposal  that  one  salesman  visit  the  large 
Central  Stations  instead  of  employing  two  for  the  first  year, 
and  oonfine  this  salesman's  work  to  the  larger  cities  and  towns 
of  which  there  are  V48  in  the  Eastern  Central  and  large  Central-/? 

Western  states.  He  would  also  viBit  any  smaller  towns  which  look* 
ed  promising  after  correspondence. Vi  | 

I  have  figured  on  a  high  class  salesman  capable  of  j 

properly  impressing  the  Central  Stations.  The  ooBt  of  this  whole  cam-  j 
paign  would  be  approximately  420,000  for  one  year.  In  addition  to  this 
I  have  figured  on  my  own  personal  services  as  a  salesman  on  the  road 
to  do  ten  days  personal  work  among  the  larger  Central  Stations  and 
syndicates.  This  is  not  comprehended  in  my  managing  the  oampaign.  I 
charge  for  ay  servioes,  while  traveling  on  the  road,  $250.  a  day  and  ex-  | 
ponses,  but  where  I  have  a  retainer  on  a  yearly  basis,  I  cut  the  per  diehv  \d 
fee  in  two.  The  cost  to  you  would  therefore  be  at  $126.  per  day  and  If 

expenses*  s 

If  you  do  not  desire  to  expend  this  amount  of  money, 
you  oan  of  course  reduce  it  at  arr  point  you  eleot* 


nn 


[ENCLOSURE] 


-  3  - 

If  I  go  out  myself,  I  shall  expect  to  secure  some  orders  for 
Lansden  Wagons. 


EXPENSE  OS’  EIRST  YEARS  CAMPAIGN  ON 
CENTRAL  STATIONS  EOR  EDISON 
BATTER?  AND  I - 


Retainer  for  O.D.M. 

One  salesman 

Salesman's  expenses 

3.2  letters  to  2,000  Central  Stations 

with  handsome  Booklet  enclosures, 

1  piece  of  unusual  printed  matter 
to  2,000  Central  Stations 
4 &  BM  postage  on  letters 
Postage  on  printed  matter 
Monthly  confidential  statistical 
ciroular  500  editions  at  #10  per  mo. 
Monthly  house  organ  two'  oolors 
Postage  on  same 

Incidental  and  special  expenses  for 
special  work  as  campaign  develops  _ 


5,000 

5,000 

5,000 


120 

L,200 

240 

-9.6.9- 


TOTAL 


#20,000 


Special  proposition  of  ten  dqys  road  work  By 
C.D.M.  at  #125.  $1250. 

Expenses  estimated,  200. 


[ENCLOSURE] 


Jirat  letter; 

A  personal  announcement  letter  from  Mr.  Edison 
which  explains  the  enormous  possibilities  for  the  Central 
Station  by  the  development  of  the  Truoking  business,  and 
how,  without  increasing  the  investments,  Central  Stations 
can  double  and  treble  present  income.  This  is  suoh  an 

important  matter  to  the  Central  Stations,  meaning  more  than 
the  supplying  of  power  to  the  trolley  roads,  the  big  iso¬ 
lated  plants,  et.o.  ""^hat  Mr.  Edison  urges  upon  them  the 
necessity  of  appointing  a  Bpeoial  salesman  to  look  out  for 
this  class  of  work,  and  Mr.  Edison  further  offers,  if  the 
central  Station  will  send  suoh  a  representative  on  to  Or¬ 
ange  to  devote  his  time  and  that  of  his  organization  to  giv¬ 
ing  the  Central  Stations'  representative  the  proper  educa¬ 
tion  and  showing  him  just  how  the  business  oan  be  secured. 
With  this  letter  will  be  enclosed  a  booklet  of  impressive 
statistics  showing  what  the  Trucking  business  amounts  to, 
and  how  it  is  bigger  than  the  entire  freight  business  of  the 
Steam  roadB  of  Amerioa.  The  booklet  will  also  show  why  it 
has  not  been  possible  until  now  to  develops  this  enormous 
earning  capacity  for  the  Central  Stations,  (it  would  be 
very  important  to  do  this  latter  if  the  large  majority  of 
the  ffibntral  Stations  are  to  be  properly  impressed). 


[ENCLOSURE] 


Second  letter. 

Another  letter  from  Mr,  Edison  in  which 
he  offers  to  send  a  member  of  his  engineering  staff 
to  the  town  to  properly  oompute  the  possible  earnings 
from  trucking  business.  The  engineer  to  go  on  to 
prepare  all  the  data  eto.  eto.  at  Mr.  Edison's  expense. 
Enolosed  with  the  letter  would  be  a  booklet  showing 
the  interior  of  a  Central  Station  in  a  town  of  1Q0OO 
inhabitants,  when  all  the  trucking  is  done  by  eleo- 
trio  trucks.  This  would  show  a  long  line  of  generators, 
and  be  quite  impressive  to  the  little  fellow.  Hext 
would  oome  a  view  of  possible  Central  Stations  which 
had  under  its  oontrol  charging  of  the  Electtic  trucks 
in  a  oily  of  50p00  inhabitants,  and  last  would  come  a 
view  of  a  Central  Station  in  Sew  York  City  under  the 
same  conditions.  This  booklet  would  be  a  "stunner* 
and  would  really  be  a  considerable  factor  in  waking  up 
Central  Stations  to  the  possibilities. 

Third  letter. 


This  would  be  a  letter  from  the  Manager  of  the 
Edison  Storage  Battexy  Company  showing  that  the  pos¬ 
sibilities  in  Electruo  trucking  had  not  been  overdrawn, 
and  oiting  the  tremendous  growths  of  the  electric  bus¬ 
iness  itself  and  the  predictions  that  Mr.  Edison  made 


[ENCLOSURE] 


-  6  - 

of  it  and  how  they  have  been  more  than  fulfilled. 

Show  in  this  letter,  (and  a  small  printed  enclosure 
can  go  with  it),  just  what  happened,  for  instance 
in  Hew  York  on  Pearl  Street.  The  bahy  apparatus  they 
started  with,  and  what  the  business  is  today,  eta.,  etc. 
Pourth  letter. 


This  would  be  a  letter  from  the  Xansden  Wagon 
Company  telling  what  they  have  done,  and  why  they  have 
been  successful  where  others  have  failed  in  the  Elec¬ 
tric  wagon  business.  How  they  have  paid  attention  to 
design,  elasticity  etc.  of  the  frame  and  correct 
engineering  all  the  way  through,  where  other  eleotrio 
trucks  have  been  hastily  thrown  together  t lying  to  meet 
an  immediate  demand  without  engineering  intelligence. 
This  letter  would  recite  how  evexy  Lansden  Wagon  ever 
put  in  commission  could  be  referred  to ,  how  every  one 
of  them  was  running  suooessfuily  todsy  and  the  oldest 
ones  were  eight  years  old,  etc.  etc. 

Pifth.  Letter. 


Ihis  should  be  another  personal  letter  from  Hr. 
Edison  to  the  Central  Stations,  telling  how  to  do  in 
one  year  what  would  otherwise  take  five  years,  by 
starting  right  and  starting  actively  now.  let  Mr. 


[ENCLOSURE] 


-  7  - 

Edison  mention  about  the  lansden  Wagons  and  how  a 
broad  policy  will  be  maintained  by  giving  to  other 
manufacturers  of  trucks,  Blue  Prints  of  all  the  plans 
of  the  lansden  Wagons,  so  they  can  in  the  future  bene¬ 
fit  by  lansden  fore -handedness.  A  few  tactful  words 
should  then  be  put  in  as  to  why  Ihe  lansden  Wagons 
are  superior, 

Sixth  letter. 


This  is  a  letter  from  the  Manager  of  the 
Edison  Storage  Batteiy  Company  bo  the  Central  Stations. 
It  has  a  small  enclosure  with  it  making  an  analysis  of 
earnings  and  showing  the  size  of  dividends  possible 
from  charge  trucks  and  electric  pleasure  vehicles  with¬ 
out  any  additional  investments.  Some  specif io  reference 
to  work  already  accomplished  and  an  estimate  would  be 
made  on  earnings  from 

20  one-ton  trucks 
10  two- ton  * 

1  five-ton  '  " 

and  automobiles  thereof.  It  might  be  well  to  split  up 
this  letter  according  to  the  size  of  townB  and  make 
the  direct  reference  to.  the  number  of  truoks 

Seventh  letter. 

This  is  another  letter  from  the^ Manager  of  the  lansden 
Tiuok  Co.  telling  what  3-Ooal  merchants  save  hy  using 


[ENCLOSURE] 


-  8  - 

Kleo trio  Trucks,  and  a  'booklet  would  be  enclosed  show¬ 
ing  how  lansden  Company  would  co-operate  to  help  get 
the  business,  sending  a  member  of  their  staff  out  if 
neceBBaiy . 

Biffhth  Letter. 


This  would  be  a  new  catalogue  sent  out  with  Mr. 
Edison's  card,  filled  with  figures  and  data  on  oommer- 
oial  trucking,  and  especially  o ailing  to  attention  to 
the  difference  between  the  electric  truokB  and  gasolene 
truoks.  How  the  large  use  of  gasolene  trucks  iB  pro- 

w\crea<7<X 

hibitive  by  the^prioe  of  gasolene  and  giving  a  pmctioal  . 
talk  on  truck  anjd  batteiy  combined. 

Mlnth  Letter. 

A  letter  from  the  Lansden  Company  suggesting 
ways  and  means  of  the  Eleotrio  Light  Co.  going  into  the 
Trucking  business  —  that  is,  selling  truoks,  and  pos¬ 
sibly  forming  a  separate  company  to  do  the  business} 

"to 

but  the  oompanyAbe  financed  by  the  Central  Station,  in 
order  that  they  keep  their  handB  on  the  charging  busi¬ 
ness  and  not  let  isolated  plants  get  it.  This  letter 
would  also  tell  about  recent  sales  to  oentral  stations 
by  the  Lansden  Company. 


[ENCLOSURE] 


-  9  - 

Tenth  letter. 

This  would  he  a  letter  from  the  Manager  of  the 
Edtson^^Storage^Fatteiy  to  the  Central  Stations  tel¬ 
ling  how^Lead  batteries  whioh  had  been  a  failure, 
oould  be  made  over  and  made  praotioal  and  satis- 
faotoiy  to  the  customers  by  putting  in  the  Edison 
battexy  instead  of  the  lead  battery.  This  would  be 
a  vexy  important  letter  and  will  aid  in  the  sale 
of  a  great  many  batteries  on  trucks  whioh  have  al¬ 
ready  been  equipped  with  lead  batteries.  In  this 
letter  would  be  sent  blanks  for  the  Central  Stations 


tto  fill  in,  giving  the  name  of  evexy  horse  truckman 
in  town,  and  on  a  separate  sheet  the  names  of  those 
who  have  ele.cfcric  truokB.  Get  the  central  Station 


This  would  be  a  letter  to  evexy  truolaaan  in 
town.  In  the  estimate  I  have  simply  put  this  down 
as  a  2,000  list,  but  of  course  it  would  run  in  the 
many  thousands,  the  difference  in  prioe  being  taken 
oare  of  by  the  allowanoe  of  $860. 

EwelTtft  letter. 

This  would  be  a  letter  from  the  Manager  of  the 
Edison  Storage  Battexy  Co.  urging  upon  Central 


[ENCLOSURE] 


-  10  - 

Stations  their  oo-operation  in  getting  after  the 
tru  oilmen  in  the  town  and  sending  a  oopy  of  the 
letter  sent  to  the  truckmen*  I  would  also  advise 
a  novel  1y  piece  of  printed  matter  —  something 
entirely  different  from  anytlting  seen  before  — 
to  send  the  Central  Stations  by  the  liansden  Co. 
Graphically  illustrating  the  growth  of  the  eleotrio 
truok  business. 


As  a  tentative  suggestion  I  believe  it  would 
be  possible  to  fom  among  local  companies  of  local  capitalists  in- 
lcuding  the  officers  of  the  Central  Stations  themselves,  to  do  looal 
trucking  on  the  co-operative  plan  for  baggage  etc.  as  well  as  furnish¬ 
ing  a  servioe  for  the  smaller  stores  for  delivery  in  different  parts 


of  the  town. 


[ENCLOSURE] 


Electric)  Autos, 

Bleotrio  Truoks 

Sparking  Batteries  for  gas  autos. 

Sparking  batteries  for  stationaxy  gas  engines 
Sparking  batteries  for  motor  boats 
Lighting  for  boats  and  yachts. 

Lighting  gas  autos. 

Isolated  oountxy  plants 
Telegraph  companies 
Telephone  companies 

Railway  interlocking  Bwitoh  and  signal 
Lighting  and  Bteam  railway  oars 
Running  street  cars 
Wireless  apparatus 
Rental  and  surgical 
Eire  alarm  signals 
Medical  and  X'X’gy  work 
Portable  lighting 
Labratoiy  work 


Labratoiy  work 

/  Small  motor  work.  -  p.  -i —  /) 


The  Converse  D.  Marsh  Company 


Thomas  A.  Edison  Esq., 
Orange,  N.J. 


In  aeoordanoe  with  our  understanding,  I  now  make 
application  to  you  to  tie  retained  for  a  period  of  one  year 
as  Selling  Counsel  in  your  Storage  Battery  business. 

My  salary  is  to  be  the  sum  of  Six  Thousand  Dollars 
(§6,000.00)  for  the  year,  to  be  paid  in  twelve  equal  monthly 
installments^^.  ‘ 

In  case  you  desire  meto^o'any^r^eling^  surfTas*^ 
indicated  in  the  attaohed  plan,  additional  compensation  is  to 
be  paid  me  at  the  rate  of  §125.  per  day  and  expenses. 

I  attach  copy  of  the  plan,  to  which  I  am  to  give  my 
professional  attention,^  . 

This  letter  is  sent  in  duplicate.  Acceptance  by  you 
will  constitute  an  agreement  between  us, 


«w>  CX 


Very  t: 


1616 


MEMORANDUM 


Xfv  ^ 


Mr.  H.  F.  Miller: 

I  hand  you  herewith  contract  made  yesterday  f/i 
with  Mr.  Converse  D.  Marsh, .under  which  we  agree  to  pay  him 
$6,000.00  per  year  at  the  rate  of  $600.00.  He  is  to  take  charge 
of  an  advertising  campaign  for  the  lansden  Company.  If  his 
services  are  unsatisfactory,  we  have  the  right  to  terminate  the 
arrangement  at  the  end  of  three  months  hy  paying  him  $4,000.00,  ' 
inclusive  of  any  monthly  payments  that  may  have  keen  made  up  to 
that  time.  . 

Plih/lWW  p.  1.  D.  WllW4 


1730 


MEMORANDUM 


Mr.  II.  I*.  Miller:  7/27/10. 

I  hand  you  correspondence  with  Mr.  Marsh,  which 
I  wish  you  would  file  away  with  tho  original  contract,  in  case 
any  question  comes  up  as  to  the  present  work  he  is  doing.  1 
was  afraid  that  he  might  make 'some  sort  of  a  claim  for  export 
compensation  and  therefore  wrote  him  so  as  to  mako  the  matter 
clear. 

I’lD/lWW  ]?,  L.  D. 

Enc- 


[ENCLOSURE] 


/July  22,  1910. 


Converse  D.  Marsh,  Esq. , 

15  Spruoe  Btreet, 

Hew  York,  lT.Y, 

iy  dear  Mr.  Marsh:- 

When  you  told  me  yesterday  by  telephone 
that  you  expected  to  debate  with  Mr.  Blizzard  the  meritB 
of  the  Edison  battery  as  against  the  Exide  battery,  X  waB 
opposed  to  .  the  idea,  but  did  not  .want!  to  pass  judgment  Jon: 

!  ■  /;•■•  -■$  i:  : 

the  matter  offhand  and  preferred  to  take  it  up  with  Igr- 
Edison.  This  I  have  done  and  he  agrees  with  me  thatgtbie! 


would  be  a  mob t  unwise  thing  to  do 


and  X  i 


t  requesj 


^therefore./thafy  the  matter  be  dropped.  Hot  knowing  ^xSo^ 
ly- what  the  work  was  that  you  were  doing  in  Kew  York'og  K 
what  your  status  was,  I  mentioned  thiB  matter  also  to  MT. 
Edison -and .he j. tells  me  that  what  he  wante  you  to  do  1b  to 
oiroulate  genSr^ly  around  among  people  who  might  be  inr 
p  t Greeted  ip  the|  battery  and  endeavor  to  cultivate  that 
I  interest.  '/Ik  this, youXunderBtanding  of  the  situation? 

I  .1  take  it;,  for  granted  that  the  work  you  are  doing 
oomes  finder/  the  hea^.of  Selling  Counsel,  as  qovered  by 
the  contract  of  June  7sth.  Let  me  know  if’, this  is  bo-,  in 
order  that  there  may  be  \no  misunderstanding  on  the  point. 

\  '  Yours xvery  truly, 

■v  ■  JVi  .■  ■ 

ELD/ ARK,  i  f  V,  s  Vice-President. 


[ENCLOSURE] 


The  Converse  D.  Marsh  Company 

15  SPRUCE  STREET,  NEW  YORK 


July  25,  1910. 


Prank  L.  Dyer,  Esq., 

Vice  President, 

Edison  Storage  Battery  Company, 

Orange,  Hew  Jersey. 

My  Dear  Mr.  Dyer: 

Answering  yours  of  the  22nd: 

Immediately  I  saw  that  you  objected  to  my  debating  with 
Mr.  Blizzard  the  merits  of  the  Edison  and  Exide  Batteries,  I  dropped 
the  matter  completely  until  we  had  an  opportunity  for  conference. 

I  assumed  no  foolish  position.  You  may  remember  that  I 
told  you  over  the  telephone  that  when  the  suggestion  was  made  that 
I  take  part  in  a  controversy  with  Mr.  Blizzard,  I  met  the  suggestion 
by  saying  that,, if  he  did, I  was  not  up  on  the  technical  details  and 
expected  to  be  allowed  the  privilege  of  having  an  Edison  Battery 
Engineer  with  me. 

I  am  circulating^ generally  and  I  hope  I  am  also  stirring 
up  some  interest. 

You  are  correct:  the  work  I  am  doing  comes  under  the 
contract  made  on  June  7th.  There  is  no  extra  charge  for  any  of  my 
personal  work  so  long  as  it  does  not  call  me  out  of  Me.wiYork,  in 
which  is  included  my  visits  to  Orange. 


dM,  -Z/.  *tt O. 

I  coJ 


...  4‘ 


October  21,  1910. 


Regarding  my  letter  to  Mr.  John  M. 

Ians den,  Jr.,  of  August  3lBt,  1908,  whioh  X  return  here¬ 
with,  pleaBe  take  up  the  matter  with  Mr.  Harry  E. 

Miller  ana  asoertain  If  he  has  carried  out  all  of  hid 
obligations,  and  if  so  I  will  transfer  the  stook  now 
heia  by  me  as  Trustee  to  Mr.  Edison.  When  you  do  this 
I  will  take  up  the  matter  with  Mr.  Edison  and  asoertain 
whether  he  wishes  to  have  Mr.  Iansden  continue  as  general 


I 


[ENCLOSURE] 


Mr.  John  M.  lansden,  Jr», 

Newark,  N.  J. 

Dear  Sir: 

As  Mr.  Edison  is  away  and  will  not  return  until  a£ter 
September  1st,  1908,  and  it  appears  desirable  that  the  change  in  the 
affairs  of  The  Lansden  Company,  which  we  have  already  f Ully  difl** 
oussed,  should  become  effective  on  that  date,  1  suggest  th^t  you 
transfer  to  me  as  trustee  the  stock. of  The  Lansden  Company  {$30>OOO) 
in  order  that  the  business  may  be  taken  over  on  September  1st*  *£, 
after  Mr.  Edison's  return,  the  arrangement  is  not  put  through  as 
we  expect  it  to  be,  1  can  return  the  Btock  to  you  and  the  whole 
matter  can  be  called  off. 

The  following  is  a  brief  summary  of  my  understanding  flf 
the  general  arrangement  which  is  to  be  made  between  you  and  Ur. 
Edison,  but  its  final  carrying  out  is,  of  course,  subject  toi'Mr. 
Edison's  ratification  upon  his  return,  because  1  am  not  authorised 
to  definitely  bind  him  in  "the  matter: 

You  and  your  brother  David  §.  Lansden  to' assign  all  the 
stock  of  The  Lansden  Company  ($30,000)  to  me  as  trustee  with 
power  to  transfer  four  shares  to  directors  to  qualify  This 


(1) 


[ENCLOSURE] 


'  x .  .  -  ■  ■  • 

August  3Xt  l?o8. 

Mr.  John  M.  lansden,  Jr, 

to  he  done  to  protect  you  until  your  stock  is  fully  paid  for,  at 
which':  tima-X  shall  he  tree  and  I  hereby  agree  to  transfer  It  to 
Mr.  Edison  or  his  nominee. 

The  *2500  paid  on  July  1J,  1908  and  the  *2^00  paid 
on  August  25,  i908  to  The  Lanadon  Company  hy  Jlr.  Edison  are  to  he 
considered  as  loans  to  The  Lansden  Company  and  shall  he  repaid  to 
Mr.  EdiBon  hy  that  Company  at  whatever  time,  i s  agreeable  to  Jlr. 
Edison. 

Mr.  Edison  shall  pay  to  you  and  your  brother  on  a 
basis  of  $35,000  for  the  stock  of  The  lansden  Company  if  the  con¬ 
dition  of  the  affairs  of  that  company  is  the  same  on  September  1, 

1908  as  is  shown  by  your  report  of  June  30,  1908,  On  that  assumption 
$27,000  shall  be  paid  to  David  S,  Lansden,  namely,  $10,000  in  cash 
and  the  balance  in  four  equal  promissory  notes  of  $4,250  each  or. 
$17,000  as  the  amount  of  all  the  notes,  these  notes  to  mature 
respectively  three,  six,  nine  and  twelve  months  after  September  1, 
1908,  and  to  bear  interest  at  5^  per  annum.  The  $16,000  in  cash 
can  be  paid  immediately,  but  with  the  distinot  understanding  that 
if  the  deal  is  not  consummated,  l  shall  not  be  required  to  retransfer 
the  stock  to  you  and  your  brother  until  the  money  is  repaid  to  Mr. 
Edison,  and  satisfactory  arrangements  made  with  respeot  to  the 
payment  of  the  two  loans  of  $2500  each,  above  ref  erred  to. 

The  remainder  of  the  purobase  prlqp  (qr  $8QQ0,  if  the 

'  '  ’  W 


[ENCLOSURE] 


August  31,  1908$, 

Mr.  John  M.  lanBden,  Jr.  ' 

total  purchase  price  Is  $35,000)  shall  be  paid  to  you  in  oash  or 
notes,  at  Mr.  Edison's  option,  at  the  time  of  settlement  with  Hr* 
Edison.  You  Bhall  give  the  representatives  of  Mr*  Edison  ample 
opportunity  of  learning  the  condition  of  the  business  of  The  Lans- 
den  Company  on  September  1,  1908,  in  order  that  a  corresponding  re¬ 
port  as  of  this  latter  date  may  be  made.  If  there  is  a  change  in 
the  condition  of  the  business  affairs  of  The  Lansden  Company, 
the  purchase  price  for  the  stock  shall  be  based  on  the  condition 
of  its  business  on  September  1,  1908  as  compared  with  its  condition 
as  shown  by  your  report  of  June  30,  1908.  If  the  surplus  of  itB 
assets  over  its  liabilities  at  the  later  date  is  greater  or  less 
than  at  the  earlier  date,  then  the  purchase  price  shall  be  increased 
or  decreased  by  the  amount  of  increase  or  decrease  of  said  surplus^ 
You  and  your  brother  shall  make  an  assignment  to  Mr* 

Edison  of  any  and  all  claims  which  you  may  have  against  She  Lansden 
Company,  and  of  any  rights  which  you  may  have  to  its  assets*, 

You  are  to  act  as  manager  of  the  company  and  to  give 

your  best  skill  and  ability  In  the  conduct  of  its  affairs,  together 
/any 

with  the  right  to  use  inventions  Or  improvements  that  may  be 
adopted  during  the  time  of  your  connection  with  the  Company*  tour 
salary  shall  be  $5000  per  year,  in  addition  to  which  yoU  are  to 
have  commissions  as  follows:  On  all  work  done  by  Ihe  Lansden  Conn 
pany  during  any  year  hereafter  commencing  September  1st,  1908,  up 
to  the  production  of  15O  'vehicles  or  their  equivalent,  ZQflC  of  the 

(5) 


[ENCLOSURE] 


August  51,  1908. 


Hr.  John  It.  Xansden,  Jr. 


actual  net  profit;  from  150  to  200  vehiolea,  19X  of  the  actual  net 
profit;  from  200  to  300  vehicles,  l£J*  of  the  actual  net  profit; 
and  if  300  vehicles  or  over  are  completed  in  any  one  year,  10^ 
of  the  actual  net  profit.  In  each  case  a  vehicle  is  understood 
to  mean  a  one-ton  unit  or  its  equivalent;  a  two-ton  unit  is  cal¬ 
culated  as  one  and  one-half  vehicles;  a  three-ton  Unit  as  two 
vehicles  and  larger  units  in  proportion. 

If  at  any  time  after  September  1,  1910,  Jtr.  JRdiaoi) 
should  he  dissatisfied  with  your  conduct  of  the  business,  he  oan 
notify  you  of  that  fact,  and  you  may  he  feraoVed  as  manager  and  will 
give  a  general  release  on  the  payment  by  him  to  you  of  ten  times 
your  commissions  for  the  year  previous  to  such  notification. 


Yours  very  truly, 

e  X. 

(tenoral  dounsel. 


We  hereby  agree  to  the  above  arrangement,  pending  Hr. 
Batson* 8  return. 


[ENCLOSURE] 


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[ENCLOSURE] 


JL578 


MEMORANDUM 


Hovember  4,1910. 


Mr.  Holden: - 

Eeferring  to  my  memorandum  of  October  21st 
to  Mr.  Churchill,  you  will  note  that  Mr.  Ians den  has 
now  carried  out  all  the  conditions  of  the  original  ar¬ 
rangement  with  Mr.  Edison,  so  that  1  can  now  transfer 
the  stock  I  hold  as  trustee  to  Mr.  Edison.  Elease  see 
that  this  is  done.  Of  course,  I  want  to  retain  at  least 
one  share  to  qualify  me  aB  an  offioer  and  director. 

Af.ter  the  stock  has  been  transferred  to  Mr.  Edison, 
please  return  the  original  letter  to  Mr.  Miller,  dated 
August  31',  1908.  The  matter  of  continuing  Mr.  Ians  den 
as  general  manager  will  be  held  in  abeyance. 

i1.  i. 

EhD/AEK. 


MJs{aA.A 

Hu  Mul,  JkXGlu  7iy*4-  \  Xw 

Mia**  Uufa<A  A  *XLj  A£ 

fa  '~aL*j~  ct^Ac,  | 


[ATTACHMENT] 


Hay  88 1  1911. 

Mr.  Converse  3.  Marsh, 

16  Spruoo  St*, 

Ifow  York  City. 

hoar  Mr.  Marsh: 

Referring  to  your  contract  with  Mr. 

Edison  of  June  7,  1910,  this  expires  hy  limitation  on 
Juno  7,  1911,  hut  in  orfier  that  there  may  ho  no  question 
about  it,  I  hog  to  notify  you  at  Mr.  Edison's  request 
that  wo  do  not  cure  to  extend  it  beyond  that  date. 

I  hope  that  you  aro  satisfactorily  recovering 
from  your  unfortunate  accident. 

Yours  very  truly, 

ffiD/i m 

EM 


Vice-President. 


[ATTACHMENT] 


iL~ 


^STIjXfntctSr  Jh.  ^SlVtStint 


LEGAL  DEPARTMENT  RECORDS 

The  Legal  Department  Records  consist  of  correspondence,  patent 
interference  files,  litigation  case  files,  and  other  material  pertaining  to  the 
activities  of  Edison,  his  attorneys,  and  his  representatives.  Established  in 
1904,  the  Legal  Department  centralized  the  business  of  Edison,  his 
laboratory,  and  his  companies  for  the  consideration  of  legal  matters.  It  dealt 
primarily  with  patent  concerns,  including  applications,  interferences,  and 
infringement  litigation,  but  it  also  handled  a  variety  of  other  legal  matters,  such 
as  real  estate  transactions,  copyright  and  trademark  cases,  and  the  execution 
of  agreements,  assignments,  and  licenses.  Edison's  personal  attorney,  Frank 
L.  Dyer,  served  as  general  counsel  of  the  Legal  Department.  He  continued 
to  manage  its  affairs  even  after  becoming  Edison’s  chief  executive  officer  in 
1908,  when  he  replaced  William  E.  Gilmore  as  president  of  the  National 
Phonograph  Co.  and  several  other  Edison  companies.  The  records  of  the 
Legal  Department  consist  primarily  of  files  that  Dyer,  his  staff,  and  his 
predecessors  collected  and  maintained  on  individual  subjects  or  cases. 
Dyer’s  associates  included  Herbert  H.  Dyke,  Delos  Holden,  William  Pelzer, 
George  F.  Scull,  and  Dyer  Smith,  as  well  as  attorneys  from  firms  in 
Washington,  Chicago,  and  elsewhere,  who  were  consulted  and  hired  to 
pursue  litigation,  perform  research,  or  collect  depositions.  Among  Dyer’s 
predecessors  was  Howard  W.  Hayes,  who  handled  phonograph  litigation  until 
his  death  in  November  1903. 

The  documents  are  arranged  by  subject  into  five  groups:  (1)  Battery; 
(2)  Cement;  (3)  Motion  Pictures;  (4)  Phonograph;  and  (5)  Edison’s  Name! 
Within  the  first  four  groups,  the  material  is  organized  by  document  type: 
Correspondence;  Interference  Proceedings;  Case  Files.  The  fifth  group 
contains  correspondence  and  case  files  regarding  legal  action  pursued  by 
Edison  against  parties,  including  his  two  oldest  sons,  who  used  the  name 
"Edison"  for  commercial  purposes. 

Less  than  5  percent  of  the  documents  have  been  selected.  The 
selected  items  demonstrate  Edison’s  direct  involvement  in  the  progress  of 
litigation;  pertain  to  experimental  work  performed  by  Edison  or  his 
associates;  or  broadly  illustrate  the  business  and  legal  strategies  of  his 
companies.  The  items  not  selected  include  numerous  case  files  for  suits  in 


which  Edison  or  one  of  his  companies  was  at  least  nominally  involved,  but  for 
which  there  is  no  evidence  of  Edison's  direct  participation. 

Because  of  the  vast  quantity  of  material  in  the  Legal  Department 
records,  detailed  descriptions  of  the  unselected  case  files  and  other 
unselected  records  have  not  been  presented.  A  comprehensive  finding  aid 
to  the  archival  record  group,  Legal  Services  Department  and  Retained  Firms, 
is  available  at  the  Edison  National  Historic  Site. 

Documents  relating  to  the  activities  of  the  Legal  Department  also 
appear  in  other  series  on  the  microfilm.  The  Document  File  Series  contains 
"Legal  Department"  folders  for  the  years  1908-1910.  Corporate 
documentation  and  other  material  of  a  legal  nature,  including  correspondence 
and  other  items  pertaining  to  the  progress  of  litigation,  can  also  be  found  in 
the  Company  Records  Series.  For  example,  the  "Correspondence, 
Domestic  (1903)"  folder  in  the  National  Phonograph  Company  Records 
contains  a  1 7-page  report  summarizing  litigation  left  pending  after  the  death 
of  attorney  Howard  W.  Hayes. 


LEGAL  DEPARTMENT  RECORDS 
BATTERY 

This  material  consists  of  correspondence,  court  records,  and  other 
documents  relating  to  patent  interference  proceedings  and  infringement  suits 
and  to  other  litigation  regarding  Edison  primary  and  storage  batteries.  Most 
of  the  items  pertain  to  the  protection  of  Edison’s  patents  against  those  of 
competitors.  Included  are  selections  from  two  case  files:  one  involving  a 
Patent  Office  hearing  on  storage  battery  patents,  and  the  other  dealing  with 
infringement  suits  over  primary  battery  patents. 

Less  than  10  percent  of  the  documents  have  been  selected.  The 
selected  items  reflect  Edison's  personal  involvement  in  legal  matters,  detail 
experimental  work  by  Edison  or  his  assistants,  or  broadly  pertain  to 
stratagems  employed  against  competitors.  The  documents  are  arranged  in 
the  following  order: 

Correspondence 
Interference  Proceeding 

Edison  v.  Jungner  (No.  22,153) 

Case  Files 

Edison  v.  Witherspoon  and  Lewers  (Patent  Office  Hearing) 

Thomas  A.  Edison  and  the  Edison  Manufacturing  Company  v. 

James  W.  Gladstone  and  Eben  G.  Dodge 


Correspondence 


This  folder  contains  correspondence  relating  to  legal  matters  associated  with  the 
development  and  sale  of  batteries.  The  selected  documents  cover  the  period  1903-1906  and 
relate  to  storage  batteries.  Among  the  correspondents  are  Edison;  Frank  L.  Dyer  of  the  Legal 
Department;  and  Dr.  L.  Sell,  a  Gentian  chemist.  Most  of  the  items  concern  patents  sought, 
granted,  or  contested  in  Germany  and  Sweden  and  discuss  competition  between  Edison  and 
Ernest  W.  Jungner  of  Sweden.  Also  included  is  a  17-page  letter  from  Frank  L.  Dyer  to  the  patent 
firm  of  Meffert  &  Sell  discussing  the  technical  problems  that  led  to  the  suspension  of  commercial 
manufacture  of  Edison's  storage  battery  in  1904. 

Interference  Proceeding 
Edison  v.  Jungner  (No.  22,153) 

This  folder  contains  rnaterial  pertaining  to  a  Patent  Office  proceeding  involving  a  storage 
battery  application  filed  by  Edison  on  October  31, 1900,  and  a  competing  application  by  Ernest 
W.  Jungner.  The  selected  items  include  the  Patent  Office  notification  of  interference  and  the 
decision  against  both  parties.  Also  included  are  a  statement  and  a  memorandum  by  Edison 
concerning  his  early  work  on  storage  batteries. 

Case  Files 

Edison  v.  Witherspoon  and  Lewers 

This  folder  contains  material  pertaining  to  a  Patent  Office  hearing  involving  a  patent  for  an 
improved  alkaline  storage  battery,  granted  to  Ernest  Jungner  on  September  1,  1903.  Edison 
objected  to  the  patent  and  initiated  proceedings  against  the  examiners,  Thomas  A.  Witherspoon 
and  Albert  M-  Lewers,  charging  them  with  "incompetence,  neglect  of  duty  and  maladministration 
of  office."  The  selected  items  include  Edison's  petition;  the  petitioner's  brief;  letters  from  Edison 
to  President  Theodore  Roosevelt;  and  correspondence  between  Frank  L.  Dyer  and  U.S.  Senator 
John  F.  Dryden  of  New  Jersey.  Also  included  is  the  decision  by  Assistant  Commissioner  of 
Patents  Edward  B.  Moore,  which  declared  the  Jungner  patent  invalid  and  reassigned  the 
examiners  to  another  division  in  the  Patent  Office  while  exonerating  them  from  charges  of 
malfeasance. 


Thomas  A.  Edison  and  the  Edison  Manufacturing  Company  v. 

James  W.  Gladstone  and  Eben  G.  Dodge 

This  folder  contains  material  pertaining  to  a  suit  brought  by  Edison  against  former 
employees  James  W.  Gladstone  and  Eben  G.  Dodge,  who  established  the  Battery  Supplies  Co. 
to  compete  with  the  Edison  Manufacturing  Co.  in  the  sale  of  primary  batteries.  The  case,  which 
was  initiated  in  the  U.S.  Circuit  Court  for  the  District  of  New  Jersey  in  July  1903,  involved  the 
alleged  infringement  of  Edison's  U.S.  Patent  430,279.  The  selected  items  include  the  bill  of 
complaint,  answer,  and  affidavits;  correspondence  regarding  the  progress  of  litigation;  and  a 
settlement  agreement  signed  in  November  1 904.  Also  included  is  an  undated  answer  by  Edison, 
filed  in  the  countersuit  brought  against  him  and  the  Edison  Manufacturing  Co.  by  Gladstone,  who 
claimed  the  right  to  manufacture  batteries  under  Felix  Lalande's  U.S.  Patent  479,887.  At  the  end 
of  the  folder  is  an  agreement  of  August  4,  1905,  between  Gladstone  and  the  Edison 
Manufacturing  Co.,  providing  for  the  purchase  of  the  Battery  Supplies  Co.  by  Edison's  company. 


Legal  Department  Records 
Battery  -  Correspondence 


This  folder  contains  correspondence  relating  to  legal  matters 
associated  with  the  development  and  sale  of  batteries.  The  selected 
documents  cover  the  period  1903-1906  and  relate  to  storage  batteries. 
Among  the  correspondents  are  Edison;  Frank  L.  Dyer  of  the  Legal 
Department;  and  Dr.  L.  Sell,  a  German  chemist.  Most  of  the  items  concern 
patents  sought,  granted,  or  contested  in  Germany  and  Sweden  and  discuss 
competition  between  Edison  and  Ernest  W.  Jungner  of  Sweden.  Also 
included  is  a  17-page  letter  from  Frank  L.  Dyer  to  the  patent  firm  of  Meffert 
&  Sell  discussing  the  technical  problems  that  led  to  the  suspension  of 
commercial  manufacture  of  Edison’s  storage  battery  in  1904. 

Less  than  10  percent  of  the  documents  have  been  selected.  Among 
the  items  not  selected  are  letters  pertaining  to  storage  battery  patents  in 
Great  Britain  and  to  a  collection  dispute  involving  Edison  primary  batteries. 


[FROM  FRANK  LEWIS  DYER] 


•  • 


December  7,1903. 


Messrs  Brandon  Bros., 

59  Rue  de  Provence, 

Paris,  Prance. 

Gentlemen:- 

1  wiBh  you  would  have  Dr.  Sell  consider  carefully 
the  possibility  of  success  in  bringing  an  action  t'o  have  Jungner’s 
German  patent  Bo. 110, 210,  of  March  31 ,169, 9; '..annulled*  In  the  first 
place  he  should  ascertain  whether  Jungnef  •  has  complied  with  all 
the  requirements  regarding  the  working  of;his  patent  and  as  to  the 
payment  of  taxes.  The  principal  ground  on  .which  the  annullment 
could  be  urged  is  that  of  lack  of  novelty .  of.  'jTnhgner*  s  claims  in 
view  of  the  state  of  the  art,.  ,  Jungner  aj>parent^.y:  'believed  he 
was  the  first  to  make  a  storage  battery  with  an  alkaline  electro¬ 
lyte  and  wherein  insoluble  active  materials  laye  iised.  It  appears 
that  this  suggestion  was  very  old  long /before'. Juhgner1  s  patent. 

In  an  article  by  George  Leuchp  in  "Cent raiblaty. fur  Rlectrotechnlk" 
for  1883,  the  writer  refers  to  "Accumulators  with' ('■insoluble  energy 
carrying  bodies  which  after  charged  rouiain  insoluble  " .  and  on  page 

500  says;.  •  ' 

"I  manufacture  storage  batteries  beldngihg '  to  this 
group  which  reach  1.40  volts,,  arid  consistsy-of  -  Cadmium  oxid 
Potash  lye  -  Manganese  oxydul  -  which  after  charged  give 
.  .  Cadmium  -  Potash  lye  -?  Manganese  superoxide.  Accumulators 
of  1.46  volts  are  obtained  by.  replacing!  the'.  Manganese  in 
such  batteries,  by  iron,  accumulators  of:, lower  voltage  if, 
instead  of  the.  Manganese,  other  hydroxides  aha  used  which 
are.  insoluble  in .potassium  solution;  such  as  Bihmuth,  Mer¬ 
cury,  Nickel ,  Cobalt. etc i,, or  if,,. instipad  of  the.  .Cadmium, 
the  aforesaid  metals  a're  made  use  off 4;  ’V. 


.French  patent,  to  Darrleus,  No. 233,083,,  of  September 
27,1893,  refers  t,o  storage  batteries  of  the  lead,  and  alkaline 
zinoate  types,  and  points  out  the  objections  thereto.  The  patent 
then  continues: 

"My  new  accumulators  with  alkaline  electrolyte  are, 
on  the  contrary,  based  on  the  following  principle:  to  con¬ 
stitute  the  electrodqs-by  means  of  spongy  metals  giving 
rise  as  well  during  charge  as  during  discharge  to  the  for¬ 
mation  of  bodies  whioh'-are  practically  insoluble  in  the 
electrolyte.  The  moleculeB  of  the  electrode,-  never  enter¬ 
ing  the  solution,  remain  always  in  their  place,  and  it  is 
without  leaving  it  that  they  undergo  consecutive  reduc¬ 
tions  and  oxidations/, due  to  charging  and  discharging.  The 
cohesion  of  the  electrode  consequently  remains  entire. 

Given  (to  make  it  comprehensible)  an  accumulator,  the  posi¬ 
tive  electrode  of  whioh  1b  constituted  of  copper  oxide  and 
.  the  negative  of  spongy  bismuth^  in  an  electrolyte  to  oaus- 
tiosoda  or  patash,  in  this  case  the  reductions  of  the 
copper  oxide  during  discharge  cannot  cause  any  local  ac¬ 
tion,  neither  will  this  he  caused  by  the  regeneration  of 
the  oxide  during  charge.  Consequently, only  the  re-aotiona 
of  the  charge  and  discharge  play  a  role  inmy  accumulator, 
and  everything  goes  on  as  if  there  .were  simply  decomposi¬ 
tion  of  watarand  Simple  transport,  of.  oxygen  and  hydrogen 
from  one  pqle  to  the  other,  the  hydrogen  and  oxygen  solely 
reducing  and  oxidizing  the  metal  of  the,  electrode,  without 
this  useful  re-action  being,  followed  by’  any  local  obnoxiuos 
actions , which  has  so  far  not  been- attained  by  any  known  prim 
ary  or  Be oondary  battery,  lean,;  consequently,  say  that  , 

1.  have  constructed  a  couple  of  a  really  binary  re-action." 

The  material  specifically  referred  to  }f or  use  as  a  de¬ 
polarizer  is  oopper  oxid,  and  the  materials  specifically  referred 
to  on  the  negative  pole  are  Bpongy  bismuth  or  epbngy  oadmium,  but 
the  patent  refers  generally  to  the  possibility \of  UBing  other  ao- 
tive  materials  having  i;he  some  properties,  sucii  aB  silver,  gold, 
reduced  mercury, iron,  niokel  and  cobalt.  The  patent  goes  very 
minutely  into  the  details  of  manufacture  of  the  biittery,  including 
the  mechanical  make-up  of  the  electrodes  and  the  speoial  prooess- 
es  for  manufactxti-ing  the  active  materials  either  electrically  or 


B.B.3. 

chemically,  .Tliefo  can  be  no  question  hut  that  the’  Darrieus  pat¬ 
ent  oonstituteo  ;'a  most  ;imi5ortant  contribution  to  this  art,  as  it  nol 
only  points  out.  operative  combination  of  active  materials,  hut  ex¬ 
plains  minutely  the  processes,  for  obtaining  the  same. 

Ip  seema  to  ijje  in  view  of  these  references  that  Jung- 
ner’s  claims  are  far  to  broa,d  and  his  .patent  should  either  he 
annulled  0r;e4se  should  he  specifically  limited  to  the  use  of 
silver  peroxid.  and  copper,  1  wish  Dr.  Sell  would  very  care¬ 
fully  considor;ithlB  question,  'because  if  there  is  a  reasonable 
chance  of‘,oVr  prevailing  in. an  action  for  the  annullment  of 
Jungner's  .patent  we  will  talc e,  that  aotion.  Of  course  if  he  be¬ 
lieves  that  'the  disclosure  of  these  references  would  hurt  our  own 
claims,  then  it  would  not  be  a  good  policy  for  us  to  oall  the  at- 
teiition/of  the 'Patent  Office  to  them. 


Yours  very  truly, 


BERGMflNN  ELECTRICAL  WORKS 


Sb/fa 

Machine  Department 


Continuous  Current  Generators 


(or  Direct  Coupling  and  Belt  Driving. 
Special  Motors 

with  Wide  Range  Speed  Regulation 
tor  Driving  Rotary  Printing  Presses, 
Cranes,  Lifts,  Catanders 
and  Paper  Machines. 
Motor-Dynamos,  Balancers,  Boosters. 


23-32  OUDENARDER  STR. 

BERLIN,  n . 


January  22nd  04 

.  t4+iiui 

vi+ '%  &*+*?***  p^u*- ' 1 

Thoe.  A.  Edison, 

[L  cwfV~*  4  *c*ts*.*  &  <f  ^ 

■*  ~  Cr,.,..<.u.a  <Sf-  "IKt  ? 

re^  awa£e ,  Waldemgr  Jungner 

lumber  of  Germdi?"”Eatents  on 


My  dear  Edisoiji 


Li )rUl" 


in  Stockholm  possesses  a  number 
an  alkali  storage  battery,  the  most  important  of 
which  is  the  number  110210.  All  Jungner  Patenti 


Automobile  Motors. 

Alternating  Current  Machinery 

Periodicities. 

Generators,  Motors  and 
Transformers 

forSingle.TwoandThrecPhaseCurrent. 

Controllers  and  Resistances 

tor  operating  Cranes,  Holsts  and  Lifts 
with  Direct  and  Alternating  Current 
Motors. 


have  been  transferred  in  Sept..  1903  to  the  Cologne 
Accumulator  Works,  Gottfried  Hagen,  Kalk  near 
Cologne.  This  firm  is  one  of  the  prominent  storage 
battery  concerns  in  Germany. 

Patent  Ho.  110210,  which  is  no  doubt 
known  to  you  refers  to  an  accumulator  with  unchange¬ 
able  electrolyte.  It  may  as  yet  remain  undecided, 
whether  by  this  patent  an  alkali  battery  with  un- 


Starting  and  Regulating 
Switches 

for  Direct  and  Alternating  Current 
Motors  and  Generators. 

Electric  Ventilators 
Exhaustors 

High  Pressure  Blowers 
Ventilating  Fans 

for  Direct  and  Alternating  Current. 


changeable  electrolyte  is  protected  or  not.  But 
as  this  same  patent  has  been  brought  up  by  the 
patent  office  examiners  in  the  course  of  their 
examination  and  then  ruled  out  as  not  being  obstruct¬ 
ive  to  your  application;  it<-may  also  as  yet 
remain  undecided,  whether  this  patent  exists  to 
right  or  whether  it  can  be  .wiped  out  htf 


BERGMANN  ELECTRICAL  WORKS  (machine  department). 


Thos.  A.  Edison,  continued. 

revocation  as  per  paragraph  10  of  the  German  Patent  law. 

At  all  events  the  Cologne  Battery  Works  take  advantage  of 
the  possession  of  this  patent  and  proclaim  your  battery  throughout 
Germany  as  an  infringement,  although  they  have  so  far,  not  been  able 
to  turn  out  any  cells.  There  is  however,  a  chance  given  by  the 
German  Patent  law  to  have  this  patent  cancelled.  According  to 
paragraph  11  of  the  law,  any  Patent  oan  be  declared  null  and  void 
and  revoked  if  within  three  yearB  of  its  issue,  the  patent  owner 
neglects  the  exploitation  of  his  invention  to  a  reasonable  extent, 
or  makes  every  effort  required  to  secure  such  an  exploitation. 

It  is  our  opinion  that  neither  Jungner  nor  the  Cologne 
Accumulator  Works  have  complied  with  this  paragraph  of  the  patent 
law,  as  up  to  date  not  one  cell  made  to  this  patent  has  been 
brought  to  the  market.  As  you  will  see  from  the  date  of  the 
patent,  31st  of  March  1899,  the  time  of  exploitation  has  been 
passed  and  it  might  be  only  a  matter  of  form  to  oall  the  patent 
Office's  attention  to  this  fact. 

Before  I  will  do  anything  in  this  matter,  I  would  like 
to  have  your  opinion,  whether  you  think  it  advisable  to  wipe  out 
this  Jungner  Patent  in  this  way,  for  it  must  not  be  forgotten, 
that  the  field  of  making  batteries  on  the  Jungner  construction 
would  be  generally  opened  to  the  entire  German  Electrical 
industry, 

I  enclose  a  copy  of . this  patent  with  translation  of  the 
claims.  Prom  the  patent  attorney  I  have  just  received  information  . 
that  the  interference  of  liebenow  against  the  nickel  iron  Combina¬ 
tion  has  been  rejected  by  the  Patent  Office,  although  he  may  yet 


BERGMANN  EllICTRICAL  WORKS  (MAChikI  department). 


Thos.  A.  Edison,  concluded. 


Liebenow  is  the  Electro- Chemist  of  the  Accumulatoren- 
fabrik  Aktiengesellschaft  in  Berlin  in  whose  order  he  has  no  doubt 
entered  the  interference. 

I  shall  be  pleased  to  hear  from  you  bjr  early  mail 
and  remain,  with  kind  regards, 


(Yours  very  truly, 


X 


X 


Jungner’s  German  Patent.  April  5,  1904. 

Messrs.  Brandon  Bros., 

59  Rue  de  Provenoe, 

..Paris,  Prance. 

Gentlemen 

Your  favor  of  the  25th  ult.  has  been  received  in 
reference  to  the  cancellation  of  Jungner's  German  patent  Ho. 110, 210. 

This  matter  wants  to  he  pressed  as  vigorously  as 
possible,  as  everything  should  be  done  to  assure  success.  Your 
correspondents  are  quite  right.  i|  assuming  that  the  petition  is  made 
in  Mr.  Edison *s  behalf  and  that  the  cost  thereof  will  be  assumed 
by  Mr.  Edison.  They  will  be  also  authorized  in  applying  to  Messrs 
Seubel  &  Bergmann  for  any  information  required.  ' 

Kindly  keep  me  informed  as  to  developments  and  send 
me  also  a  copy  and  translation  of  the  petition.  . 

Yours  very  truly, 


PLD/ioi. 


May  13,  1904. 


Ofungner  Cancelmwnt  • 

:  Ho.  110,210; 

J 

Messrs  J,  Brandon  Bros,, 

j  59  Rue  de  Provence, 
i  Paris-,  Prance . 

Gentlenjen:- 

Your  favor  of  the  88th  ult.  has  heen  received  enclos¬ 
ing  the  papers  in  this  case,  and  X  thank  you  for  the  same. 

y  .lii'jthe  reply  by  the  Jungner  Company  it  is  stated  - 
"A  marked  hindrance:  to  the  introduction  of  the  Jungner  Accumulators 
in  Germany  resided  in  the  fact  that  Edison  tried  to  prevent  t>he 
granting  of  the,'?!,  S.  patent,  not  only  by  contending  that  the  Jung¬ 
ner  invention  was  impracticable.,  but  also  by  having  this  sworn  to 
by  a  Norwegian  named  Robert  Rafn.  As  long  as  this  patent  suit 
pended  there  way,i  of  course,  hesitation  in  Germany  as  to  even  de¬ 
voting  only  relatively  adequate  capital'  to  the  invention  on  the 
Jungner  accumulator  just  because  Edison  and  the  companies  conneot- 
Bd  11101  were  ;jadversai;ies  and  had  to  be  taken  into  account”. 

Concerning  this  Statement,  X  would  say; 

1. .  If  true,  I  fail  to  see  that  any  opposition  to  Jungner  in 
the  United  Stated  can  be  offered  as  an  effective  excuse  for  the 
failure  to  work  the  patent  in  Germany. 

2.  The  statement  is  without  a  particle  of  truth  and  no  proof 


Brandon  Bros.  2 

whatever  is  produced  in  support  of  it.  There  never  has  Been  a 
patent  suit  involving  either  the  Edison  or  Jungner  Battery  in  this 
country,  and  Mr|  Edison  has  never  opposed  the  grant  of  any  patents 
to, Jungner.  The  U.  s.  patent  to  which  Jungner  undoubtedly  refers 
is  Patent  No.  738^110,  dated  September  1,  1903.  I  send  you  here¬ 
with  a  certified  dopy  of  this  patent,  allowing  the  entire  prosecu¬ 
tion  in  the  Patent: Office  and  from  which  you  will  see  that  the 
patpnt  was  allowed; without  the  citation  of  any  reference  and  with¬ 
out  any  opposition  whatever  by  any  one.  This  shows  the  absolute 
falsity  of  thp  statements  made  in  Jungner's  reply.  '  I  am  sending 
you  this  co^sy  without  taking  the  time  to  have  it  certified  by  the 
Genyan  Consul,  butA;if  this  is  necessary  and  if  you  cannot  have  it 
certified  in  Paris  ^j,  please  cable  me  and  I  will  have  a  new  copy 
made  which  can  be  properly  certified. 

3.  The  only  proceeding  in  which  Jungner  and  Edison  met  in 
this  country,  was  in  connection  with  Edison* s  application  for  the 
copper-cadmium  batiery.  When  that  application  was  first  filed, 
it  was  rejected  on  jungner’s  British  Patent  No.  7892  of  1899,  which 
corresponds  with  thd  German  patent  here  involved.  On  October  4, 
1901  we  presented  affidavits  of  Kessrs.  Edison  and  Rafn  to  the 
effect  that  experiments  made  by  them  had  demonstrated,  beyond  ques¬ 
tion,  that  the  c <H)b£'nat ions  suggested  by  Jungner  were  completely 
inoperative.  As  a,' re  spit  of  these  affidavits,  the  Jungner  British 
patent  was,  withdrawn  a|  a  reference,  and ,  the  Examiner  therefore  ad¬ 
mitted  that  the  .Jungner 'battery  was  inoperative.  It  appears  that 
on  April  17,  1899,  Juniper  filed  an  application  in  this  country, 
serial  No.  -  713', 428,  corresponding  with  the  German  patent  under  con- 


Brandon  Bros.  3. 

sideration,  and  on  March  11,  1902,  the  Examiner  called  Jungner »s 
attention  to  the  experiments  which  had  been  made  by  Messrs.  Edison 
and  Rafn  and  gave  Jungner  the  opportunity  of  rebutting  the  same. 
Jungner  thereupon  in  June  1902  presented  an  affidavit  of  Sven 
Pehrsson,  in  which  the  attempt  was  made  to  disprove  the  Edison  and 
Rafn  experiments.  Although  this  Pbhrsson  affidavit  was  plainly 
misleading,'  and  the  experiments  inconclusive,  it  was  accepted  by 
the  Examiner  as  raising  a  sufficient  doubt  as  to  the  operatiweness 
of  the  Jungner  combination,  as  not  to  justify  him  in  completely 
rejecting  the  Jungner  case.  Thereafter j  on  October  28,  1902,  an 
interference  was  declared  between  the  original  Jungner  application 
on  the  silver-copper  combination  and  the  original  Edison  applica¬ 
tion  on  the  copper-cadmium  combination.  This  interference  was  dis¬ 
solved  by  the  Examiner  on  April  8,  1903  on  the  ground  that  neither 
Edison  nor  Jungner  was  entitled  to  a  broad  claim,  in  view  of  the 
Erench  patent  to  Darrieus.  Jungner«s  U.  S.  patent  of  September 
1,  1903  was  based  on  an  alleged  divisional  application  (filed 
June  23,  1902)  of  the  original  application  of. April  17,  1899,  but 
so  far  as  this  patent  is  comoerned,  it  is  evident  that  Mr.  Edison 
made;  no  opposition, 'to  it,  nor  did  Mr.  Edison  know  that  the  alleged 
divisional  application  had  been  filed.  As  soon  as  the  Jungnerlpa- 
tent  No.  738,110  issued  on. September  1,  1903,  it  was  evident,  in  ' 
my  opinion,  that  the  Patent  Office  Examiner  had  been  imposed  upon 
in  accepting  it  as  a  divisional  application,  sibce  it  contained 
many  instances  of  new  matter  not  found  in  the  original  disclosure,, 
and  I  therefore  preferred  charges  against  the  Examiner,  alleging 
incompetence  on  his  part,  and  asking  for  his  removal  from  his  posi- 


Brandon  Bros.  4. 

tlon.  These  charges  were  argued  on  April  4,  1904,  and  I  am  daily 
expecting  a  decision  in  the  matter.  ( 

So  far,  however,  as  Jungner's  original  application  of 
April  7,  1899  is  concerned,  these  facts  are  clear,  (a)  that  Edison 
did  no.t  oppose  its  issue  hut.  that  the  Examiner  on  his  own  motion, 
rejected  the  casein  view  of  the  Edison  and  Rafn  experiments  set  up 
hy  Hr.  Edison  in  his  application  on  the  copper-cadmium  case;  (h) 
that  the  interference  with  Jungner  was  properly  dissolved  hy  the 
Examiner  in  view  of  the  Darrieus  patent,  since  neither  Edison  nor 
Jungner  was  entitled  to  a  hroad  claim;  (o)  that  when  the  interfer¬ 
ence  was  dissolved  on  April  8,  1903,  Jungner  must  have  known  that 
the  claims  of  the  German  patent  under  consideration  were  too  hroad 
to  he  sustained;  (d)  that  certainly  no  excuse  is  offered  on  the 
part  of  Jungner  for  waiting  until  September  1903  before  attempting 
to  do  anything  with  his  invention; 

Kindly  bring  these  facts  to  the  attention  of  your  corres¬ 
pondents  at  Berlin;  Of  course;  you  appreciate  the  position  which 
the  Jungner-  Company  are  taking  regarding  the  Edison  work;  They 
have  no  patents  of  any  value;  and  are  doing  everything  in  their 
power  to  make  it  incumbent  upon  Mr;  Edison  to  buy  them  off;  which 
we  do  not  propose  to  do.  Mr.  Edison  has  insisted  all  along  that 

the  special  combinations  referred  to  by  Jungner  in  his  patent 
(copper-silver  and  hydrated  ferrous  oxide  -  hydrated  peroxide  of 

Silver  ly 

ftanganese)  are  complete/inoperatiye,  It  does  not  appear  from  the 
papers  furnished  by  Jungner  that  any  attempt  has  been  made  to  ex- 


ploit  either  of  these  combinations,  "but  apparently  they  are  try¬ 
ing  'to  introduce  a  nickel-iron  battery  which  waB  not  described  by 
Jungner  nor  invented  by  him  but  was ,  in  fact ,  invented  by  Mr. 
Edison. 


Yours  very  truly, 


WESTERN  UNION  TELEGRAPHIC  CODE.  Q  TT  Cl  71  f  3. 


Dear  Sir, 

Cancelment  Jnngner  110210 

In  the  matter  of  the  suit  against  the  Jnngner  patent 
110210  on  ground  of  non  working  and  on  ground  of  lack  of 
patentability  I  beg  to  inform  you  that  I  have  received  a 
short  time  ago  the  decision  of  the  Patent  Office  and  also 
copy  of  the  file  wrapper  of  the  Jnngner  patent.  I  am  about 
to  prepare  the  appeal  against  the  decision  of  the  Office 
and  also  the  arguments  for  the  new  suit  against  the  patent. 
Some  time  ago  I  had  a  letter  from  Professor  Foerster  inform¬ 
ing  me  that  his  experiments  had  corroborated  the  results 
of  Mr.  Poos  regarding  the  variability  of  the  electrolyte  in 
the  Edison  accumulator.  I  had  asked  Professor  Foerster  to 
hasten  his  experiments  and  to  send  me  an  opinion  based  on 
such  experiments ,  in  order  to  enable  me  to  use  such  opinion 
in  the  suit  against  Jungner.  Unfortunately  Professor  Foerster 
writes  now  that  the  several  experiments  are  so  badj(&  in  ac¬ 
cordance  with  each  other  that  it  is  impossible  to  him  to  fi¬ 
nish  this  v>ork  shortly.  He  thinks  that  the  difficulty  is 
caused  by  the  fact  that  it  takes  a  long  time  before  the 

changes 


II. 

changes  of  the  concentration  of  the  electrolyte  within  the 
electrodes  are  compensated  by  electrolyte  entering  into  tie 
electrodes  from  the  bulk  of  electrolyte  contained  in  the  re¬ 
ceptacle.  The  average  data  obtained  by  Professor  Foers ter 
till  now  show  that  on  each  atom  of  oxygen  on  discharging  are 
bound  1,5  molecules  of  water,  whereas  as  much  molecules  be¬ 
come  free  on  charging. 

I  am  sorrow  that  the  opinion  of  Profess o?*  Foerster 
will  not  be  finished  in  time.  However  there  is  no  obstacle 
to  file  it  later  on. 

You  vjill  see  that  this  result  assists  ns  very  much  in 
the  suit  on  ground  of  non  working.  You  remember  that  the 
Jungner  people  that  is  to  say  the  Koine r  Akkvmila  tore nwerke 
Gottfried  Hagen  had  stated  that  they  have  made  further  expe¬ 
riments  with  the  Jungner  cell  in  preparing  iron  and  nickel 
masses.  If  we  now  can  show  that  accivnulators  with  iron  and 
nickel  masses  with  absolute  certainty  are  not  embodiments 
of  the  invention  covered  by  the  Jungner  patent,  it  will  be 
impossible  to  take  such  experiments  v>ith  nickel  and  iron 
masses  in  consideration.  If  however  the  experiments  made  by 
the  actual  owners  of  the  patent  fail  to  be  viorking  actions, 

I  can  see  no  way  for  the  supreme  court  to  avoid  a  car.celment 
of  the  patent. 

On  the  other  hand  this  result  is  also  of  high  value  for 
us  in  connection  with  the  suit  on  ground  of  lack  of  novelty 

or 


III.  ■ 

or  patentability.  If  the  owners  of  the  patent  themselves 
work  on  a  line  which  is  not  within  trie  limits  of  the  patent 
without  becoming  aware  of  this  fact,  it  can  he  seen  that 
the  idea  of  avoiding  a  changing  of  the  concentra  t  ion  of  the 
electrolyte  is  of  no  practical  valves  at  all  and  therefore 
lacks  in  patentability. 

Notwithstanding  one  cannot  say  in  advance  hou >  these 
cases  will  run,  and  for  this  reason  I  am  very  happy  that  it 
has  been  proved  by  the  experiments  of  Mb.  loos  and  of  Pro¬ 
fessor  Foerster  that  there  is  no  doubt  regarding  the  variabi¬ 
lity  of  the  concentration  of  the  Edison  electrolyte .  This 
fact  makes  the  situation  in  Germany  entirely  sure  for  Mr . 
Edson.  For  this  reason  I  have  thought  that  it  is  not  necessary 
in  the  moment  to  retain  a  further  attorney  for  the  new 
cancelment  suit.  It  was  necessary  for  me  to  delay  conferences 
with  such  other  attorney  in  view  of  the  fact  that  I  could 
only  obtain  the  file  wrapper  for  the  Jungner  patent  a  short 
time  ago.  Before  receiving  such  file  wrapper  it  was  impossible 
to  see  how  the  Jungner  patent  stands.  It  is  true  that  the 
file  wrapper  does  not  show  new  matter  of  importance  .  The 
Barriens  patent  has  not  been  objected .  Therefore  Jungner  has 
not  explained  the  novelty  of  his  invention  over  the  Darrieus 
patent.  You  will  be  aware  that  Darrieus  does  not  consider 
the  invariability  of  the  concentration  of  the  electrolyte , 
and  probably  the  combinations  mentioned  in  the  Darrieus  pa¬ 


tent 


IV. 

tent  do  not  give  invariability  of  the  concentration.  Therefore 
it  may  be  that  our  suit  will  be  rejected,  because  we  fail 
to  show  the  invariability  of  the  concentration  of  the  elec¬ 
trolyte  to  he  known.  Also  the  U.  St.  Fanre  patent  389883 
does  not  much  assist  us.  Notwithstanding  I  think  that  our 
chances  are  not  too  bad  in  view  of  the  fact  that  the  variabi¬ 
lity  of  the  concentration  of  the  electrolyte  is  under  prac¬ 
tical  view  of  no  importance .  This  is  shown  also  by  the  fact 
that  the  Jungner  people  make  experiments  with  nickel-iron 
as  embodiments  of  t?te  patent  as  above  mentioned. 

Yours  truly 

^ 'c — 


Nov.  28,1905. 


Messrs,  yeffert  &  Sell, 

Alexandrinenstr  137, 

Berlin  ,  S.W.  Germany. 

Gentlemen :- 

Kindly  give  the  present  matter  your  most-  careful 
attention  without  regard  to  the  time  which  you  may  have  to  apgnd 
thereon.  There  are  questions  involved  which  1  shall  leave  to 
your  judgment,  "but  on  which  a  correct  decison  is  of  the  highest 
importance . 

As  you  perhaps  know,  for  the  past  year  Mr.  Edison 
has  been  devoting  practically  his  entire  time  to  the  correction 
of  faults  which  were  discovered  only  after  the  Edison  battery 
had  been  put  on  the  market  and  many  thousand  cells  had  been  sold. 
It  was  found  that  the  capacity  of  the  cells  gradually  decreased  and 
a  larger  number  of  the  batteries  were  returned  and  had  to  be  re¬ 
placed  by  new  cells  under  Mr.  Edison's  guarantee  to  maintain  the 
batteries  in  proper  working  order.  Of  course,  this  involved  enor¬ 
mous  losses  and  necessitated  the  practical  shutting  down  of  the 
storage  battery  plant  in  this  country.  Ab  a  result,  for  the  past 
or  more  the  company  has  practically  limited  itself  to  the  manu- 


year 


Ho.  2  -  M.&  S, 


facture  of  cells  which  are  designed  to  take  the  p^aoe  of  those  re¬ 
turned  he cause  of  defects  and  deterioration. 

As  soon  as  this  situation  was  disclosed,  Mr.  Edison 
set  to  work,  first,  to  discover  the  cafee  of  the  deterioration 
referred  to,  and  seoond,  to  find  some  way  hy  which  the  defects 
could  he  remedied,  and  in  this  work  Mr.  Edison  has  made  more  than 
one-hundred  thousand  experiments  and  tests. 

It  was  speedily  found  that  the  negative  electrodes 
employing  the  iron  mas3  suffered  no  change  or  deterioration  what¬ 
ever,  so  that  when  cells  were  returned  to  he  replaced  hy  new 
oneB,  it  has  only  been  necessary  to  substitute  fresh  nickel  elec¬ 
trodes.  Having  located  the  trouble  on  the  positive  electrodes, 
using  nickel  hydroxide,  careful  experiments  were  made  to  determine 
whether  any  changes  were  experienced  within  the  active  mass  hy 
reason  of  hard  and  continued  usage.  One  of  the  earliest  of  the 
observations  made  waB  that,  contrary  to  the  original  belief, 
flake  graphite  is  not  permanent  when  subjected  to  prolonged  elec¬ 
trolysis,  hut  undergoes  changes  within  the  electrolyte  which  affect 
its  contact.  In  other  words,  assuming  a  single  nickel  hydroxide 
particle  to  he  in  contact  with  a  graphite  flake,  the  resistance  be¬ 
tween  the  two,  if  subjected  to  prolonged  electroly|i|| action,  will 
be  gradually  increased.  This  would  amount  Tor  a  part  of  the  ob¬ 
jectionable  results  encountered  in  practice.  Hence,  it  was  neces¬ 
sary  to  find  a  material  which  could  be  substituted  for  graphite  and 
which  would  not  be  open  to  this  objection,  and  to  thiB  end  a  large 
number  of  apparently  desirable  metals  ware  experimented  with.  It 
was  finally  ascertained  that  by  using  flake  cobalt  or 
alloy  of  cobalt  and  nickel,  the  contact  was  very  much  better  than 


with  graphite  and  was  not  effected  by  electrolysis.  This,  there¬ 
fore,  was  the  first  advance,  and  in  an  application  filed  in  this 
country  on  March  30th,  1905,  Mr.  Edison  described  and  claimed  the 
use  of  flakes  of  cobalt  or  cobalt- nickel  alloy,  as  a  substitute 
for  flake  graphite.  On  the  same  day  a  second  application  (Case  D) 
was  filed,  Serial  No.  852,933,  describing  the  process  of  making 
the  flakes  of  cobalt  and  oobalt-nickel  and  wherein  it  was  said:- 


“In  an  application  for  Letters  Patent  filed 
concurrently  herewith  (Cases  A  and  C)  1  describe 
certain  improvements  in  storage  battery  electrodes, 
vdierein  the  active  mss,  such  as  nickel  hjSroxide 
is  admixed  with  insoluble  metallic  scales  or  films 
for  the  purpose  of  insuring  contact  between  the  , 
active  particles  themselves,  and  between  the  active 
particles  and  the  enclosing  pockets,  or  other  metal¬ 
lic  supports .  As  1  have  pointed  out,  these  metallic 
scales  or  films  are  formed  preferably  of  cobalt- 
nickel  alloy,  since  by  using  this  material,  the 
characterisioally  good  contact  obtained  with  cobalt 
is  secured,  while  the  presence  of  the  nickel  pre¬ 
vents  the  cobalt  from  suffering  more  than  a  mare  surface 
oxidation.* 


On  the  same  day  another  application  (Case  C,  was  filed,  describ¬ 
ing  a  process  by  which  the  cobalt  or  cobalt-nickel  flakes  could 
be  applied  to  the  particles  of  nickel  hydroxide.  That  process 
consists,  broadly  speaking,  in  adding  a  sticky  material,  such 
as  molasses  or  glucose  to  the  nickel  hydrjoxide  particles,  and 
then  intimately  mining  the  metallic  flakes  therewith,  whereby  the 
metallic  flakes  will  be  caused  to  adhere1  to; the  active  particles 
so  as  to  entirely  coat  the  surfaces  of  the  same.  In  this  latter 
application  it  was  said:- 


"My  invention  relates  to  an  improved  process 
for  coating  electrolytically  active  conducting 
material  with  flake-like  material,  and  the  inven¬ 
tion  relates  particularly  to  a  new  method  of  coat¬ 
ing  electrolytically  active  nickel  hydroxide  or 
other  active  salt  with  flake-like  conducting  material 
such  as  flake  graphite  or  flake  cobalt  or  cobalt, 
or  an  alloy  of  nickel  and  cobalt  for  use  in  connec¬ 
tion  with  the  manufacture  of  the  positive  electrodes 
of  my  improved  storage  battery," 

Having  thus  remedied  the  defects  in  this  direction,  it  was  found 
that  another  difficulty  was  due  to  the  fact  that  the  pressure 
imposed  by  the  flat  walls  of  the  enclosing  pocket  was  insufficient 
to  secure  proper  contact  throughout  the  mass.  Owing  to  the  ex¬ 
cessively  thin  metal  UBed,  this  pressure  would,  at  best,  amount 
onlt.  to  a  few  ounces,  and  since  the  mass  expanded  and  contracted, 
very  considerably  in  U3e,  the  pocket  wall|  were  likely  to  become 
permanently  distorted,  so  as  to  impart  even  less  pressure  upon 
the  active  mass.  At  this  time  it  was  believed  that  with  the  ex¬ 
ception  of  the  difficulties  encountered  in  connection  with  flake 
graphite  which  had  been  remedied  by  the  use  of  flake  cobalt,  the 
only  other  contact  difficulties  were  these  due  to  the  insufficient 
pressure  exerted  on  the  mass  hy  the  pocket  walls,  and  it  was  be¬ 
lieved  that  if  this  pressure  could  ha  maintained  constantly  upon 
the  active  mass,  the  latter  difficulties  would  be  overcome.  There¬ 
fore,  on  April  28th,  1905,  an  application,  Serial  Ho.  257,807  was 
filed  by  Mr.  Edison,  and  his  assistant,  Mr.  Aylsworth,  in  which 
tubular  pockets  were  described,  in  order  that  there  might  be  no 
bulging  or  expansion  thereof.  In  this  application,  it  was  stated: 


No.  5  -  M.  &  8. 


"Our  imrention  relates  to  various  new  and 
improvements  in  storage  battery  electrodes 
of  the  Edison  type,  wherein  an  alkaline  electrolyte 
is  used  with  insoluble  active  materials  maintained 
under  pressure  within  perforated  insoluble  pockets 
or  recepacles.  In  the  practical  commercial  devel¬ 
opment  of  the  Edison  tottery,  difficulty  lias  been 
experienced  on  the  nickel  side,  owing  to  the 

th!L active  mass,  bulging  the  enclosing 
pockets  outwardly,  affecting  the  contact  between  the 
active  particles  themselves  and  between  the  active 
particles  and  the  enclosing  pocketB  and  increasing 
the  likelihood  of  short  circuits  between  the  ad- 
jaoent  plates  of  opposite  polarity.  Our  invention 
relates,  therefore,  particularly  to  the  construction 
of  the  positive  electrodes,  using  nickel  hydrate 
as  the  active  mass,  the  latter  being  admixed  with 
riakes  or  scales  of  an  insoluble  conducting  material, 
preferably  a  cobalt-nickel  alloy,  a3  disclosed  in 
^+x,ap?n^natJon  of  Tho“as  A*  Edison,  filed  March 
doth,  1905,  Serial  No.  252,935.  Our  object  is  to 
provide  an  improved  construction  for  storage  battery 
electrodes  viiereby  the  electrodes  may  be  assembled 
very  °wply»  8reat  durability  will  be  secured,  a 
high  efficiency  obtained  and  any  poasibility  overcome 
of  poor  contacts,  due  to  excessive  swelling  or  bulg¬ 
ing:  of  the  enclosing  pockets.  To  this  end,  the  in¬ 
vention  consists  in  utilizing  pockets  in  the  fora 
of  small  perforated  tubes  with  closed  ends  and  con¬ 
taining  the  active  material  under  pressure,  and 
preferably  supported  vertically  side  by  side  in 
one  or  more  horizontal  rows  in  the  grid  or  electrode 
frame,  the  diameter  of  each  pocket  being  small  enough 
to  prevent  the  central  portion  of  the  active  mass 
therein  from  being  relatively  isolated  eleotrolytical- 

In  this  application,  after  referring  to  the  tubular  pocketB,  as 
being  formed  of  “very  thin  sheet  iron  or  nickel"  the  specifica¬ 
tion  states  that:- 


»The  active  material  is  introduced  in  successive 
increments,  a_ uniform  tamping  pressure  being  ap- 
d  2£tSr*£h8  introduction  ot  each  inorement,  in 
order  that  the  active  material  may  be  packed  with 
sufficient  density  within  the  tubes  to  give  the 
desired  pressure." 


i  to;  what  the  "desired  pressure"  at  the  data  of  thisapplia 


Ho.  6  -  M.  &  S. 

ms  is  clear  from  the  following  quotation  therefrom :- 


"By  means  of  the  construction  described,  it 
will  he  evident  that  since  the  pockets  or  recepta¬ 
cles  are  tubular  there  can  be  no  bulging  or  distor¬ 
tion  of  the  pockets,  due  either  to  swelling  of  the 
active  mss  or  to  gas  pressure  within  the  same. 

To  maintain  the  desired  pressure  on  the  active 
mass  at  all  times  in  order  that  the  requisite 
continuity  of  contact  may  be  secured  between  the 
active  particles  and  the  conducting  films,  we 
find  that  by  properly  regulating  the  size  of 
the  perforations  our  appertures  of  the  pockets, 
a  sufficient  retardation  to  the  exit  of  any 
gas  generated  within  the  pocket  can  be  secured 
to  result  in  forcing  the  active  particles  outward¬ 
ly  against  the  enclosing  walls,  v/herehy  the  active 
particles  will  be  held  closely  compacted  together 
at  all  times  to  maintain  the  active  particles  in 
contact  with  the  conducting  films  or  flakes. 

The  securing  of  this  result  also  depends  to  a 
certain  extent  upon  the  viscosity  of  the  solution, 
sinoa  with  a  very  conoentrated  alkaline  solution 
the  appe r be  made  larger  to  secure  the 
same  gas  pressure  within  the  mass  as  when  a  less 
concentrated  solution  is  employed.  An  initial 
pressure  between  the  active  particles  and  the  con¬ 
ducting  films  or  flakeB  and  between  the  active 
particles  and  the  conducting  walls  will  also  be 
secured  by  the  gradual  swelling  of  the  mass  in 
the  solution,  which  swelling  is  limited  and  is  in¬ 
dependent  of  that  resulting  from  absorption  of 
oxygen  during  the  charging  operation.  Finally, 
elasticity  within  the  mss  will  be  secured  when 
metallic  conducting  films  or  flakes  are  used, 
composed  for  instance,  of  cobalt  or  cobalt-nickel 
alloy,  and  parricularly  when  suoh  flakes  or  films 
are  curled,  wrinkled  or  of  otherwise  irregular 
shapes.  By  thus  providing  means  within  the  mass 
for  securing  an  elastic  pressure  outwardly,  excellent 
contact' may  be  ob*|inad  between  the  active  particles 
whan  the  containing  racuptaclajfis  practically  non- 
elastici,  as  described."  ;$»■• 


You  will  therefore  see  that  up  to  the  filing  of  the  application 
of  April  28th,  1905,  above  referred  to,  Mr,  Edison,  although  he 
had  discovered  the  proper  substitute  for  flake  jfraphite ,  ms  still 


impressed  with  the  idea  that  an  elastic  pressure  was  necessary, 
and  in  order  to  secure  such  an  elastic  pressure  with  non-elastic 
pockets,  he  sought  to  depend  upon  the  outward  pressure  of  the  gas 
generated  within  the  aotive  mass,  as  well  as  upon  the  elasticity 
of  the  conducting  flikes  with  which  the  active  particles  ware 
admixed.  Of  course,  such  an  expedient  would  "be  necessarily  im¬ 
perfect  and  it  would  be  almost  impossible  to  secure  a  properly 
regulated  and  uniform  pressure  in  this  way.  Subsequent  to  the 
filing  of  the  application  of  April  28th,  1905,  the  succeeding 
experiments  disclosed  the  curious  fact  that  most  of  the  difficul¬ 
ties  which  have  been  encountered  ware  really  quite  independent  * 
of  the  pressure  between  the  pocket  walls  and  the  active  material, 
but  were  due  to  the  ineffective  arrangement  of  the  active  parti¬ 
cles  and  conducting  flakes.  In  the  first  place  it  ms  found  that 
when  the  mass  v/as  subj  acted  to  the  pressures  which  had  been  former* 
employed  (from  4,000  to  6,000  lbs.  per  square  inch)  the  active 
particles  ware  not  brought  into  effective  contact  with  the  con¬ 
ducting  flakes,  many  of  the  particles  were  only  in  •engagement 
with  the  flakes  at  their  corners,  others  along.their  edges  and 
some  of  the  smaller  particles  were  either  completely  isolated 
from  contact  with  the  flakes,  or  else  in  very  light  and  superficial 
contact  therewith.  In  the  second  plaoe,  it. was  discovered  that 
the  conducting  flakes  or  foils  for  those  portions  which  were  not 
in  contact  with  the  active  particles  became  covered  with  a  non¬ 
conducting  or  poorly  conducting  film  (the  identity  Of  which,  is  un¬ 
known)  ,  and  that  if  any  shifting  of  the  active  particles  with  re¬ 
spect  to  the  films  was  allowed  to  take  place ,  the  active  particles 


No.  ,8  -  M.  &  S.‘ 


would  be  likely  to  engage  with  those  portions  of  the  films  or 
flakes  on  which  the  non-conducting  coating  had  formed,  thereby 
very  seriously  affecting  the  contact  within  the  mass.  In  order 
t0  °$eraomo  these  difficulties  and  to  realize  the  ideal  conditions 
which  should  exist  within  the  active  mass,  it  was  found  that  the 
active  masB  should  be  subjected  to  an  enormous  pressure,  in  the 
neighborhood  of  20,000  lbs.  per  square  inch,  (upwards  of  1400 
kilograms  per  square  centimeter).  Moreover,  this  pressure  is 
applied  to  very  small  increments  of  the  active  material,  each 
increment  weighing  from  l/25  to  2/25  of  a  gram  and  being  subjected 
to  a  pressure  upwards  of  one  thousand  lbs.  (450  kilograms).  As 
a  result  of  this  excessively  high  pressure  the  active  particles 
are  actually  crushed  or  deformed,  so  as  to  enormously  increase 
the  area  of  contact  between  the  particles  and  the  conducting  flakes 
and  to  bring  all  the  particles  into  intimate  contact  with  the 
flakes.  At  the  same  time,  the  particles  or  flakes  will  be  bo 
tightly  consolidated  that  relative  shifting  will  not  be  allowed, 
so  that  when  the  conducting  paths  through  the  mass  have  been 
initially  established,  they  cannot,  be  changed  in  use.  Such  an 
active  mass  is  about  as  hard  as  soap-stone  and  can  be  polished 
without  crumbling.  Of  course,  the  mass  is  not  absolutely  dense, 
because  if  such  were  the  case,  the  solution  could  not  readily 
circulate  through  it,  nor  could  the  gas  escape  with  sufficient 
freedom.  In  order  to  provide  circulating  channels  and  passages 
throughout  the  mass,  the  sticky  material  used  for  the  purpose  of 
causing  the  flakeB  to  adhere  to  the  active  particles  performs  an 
additional  function;  that  is  to  3ay,  when  this  sticky  material 


No.  9  M.  ft  S. 

is  dissolved  out  of  the  mass,  the  spaces  oootpied  hy  it  within 
the  masB  exist  as  open  channels.  The  situation  then,  as  I  have 
briefly  outlined,  it,  is  as  follows: 

First:  On  April  30th,  1905,  Mr.  Edison  filed  applica¬ 
tions  disclosing  the  use  of  flake  cobalt  or  cobalt-nickel  alloy 
as  a  substitute  for  flake  graphite;  describing  a  process  for 
making  fl  aka  cobalt  or  cobalt-nickel  alloy  ,  and  describing  the 
process  of  applying  or  “covering'1  the  flake-like  material  to  the 
active  particles  by  the  use  of  a  sticky  material,  such  as  molasses 
or  glucose. 

Second:  On  April  28th,  1905,  an  applicdtion  was  filed 
in  this  country  by  Edison  and  Aylsworth  disclosing  the  use  of 
perforated  non-defomable  pockets,  in  which  was  compressed  an 
active  mass  formed  of  nickel  hydroxide  and  flake  cobalt  or  cobalt- 
nickel  alloy. 

Third:  Experiments  following  the  filing  of  the  Edison 
and  Aylsworth  application  have  shown  that  to  achieve  success  the 
pressure  applied  to  the  active  mass  should  be  enonnously  high 
and  should  he.  sufficient  to  overcome  the  contact  difficulties 
referred  to. 

Under  separate  cover  I  am  sending  you  the  following: 

GERMAN?  A 

Specif i oation,  drawings  and  Power  of  attorney  on  the 
complete  slept  rode  .embodying  the  results  of  all  the  experiments 
above  referred  to,  and  corresponding  to  an  application  filed  in 


no.  lo  -  m.  ars. 

this  country  on  November  2,  1905. 

GERMANY  B 

Specification  (no  drawing)  |  and  power  of  attorney 
corresponding  suhstantially  to  the'  di  sclostre  of  United  States 
oaae  filed  March  30th,  1905,  and  claiming  the  use  of  flakes  of 
cobalt  or  cobalt-nickel  alloy  in  the  make-up  of  the  active  mass. 

GERMANY  C 

Specification,  (no  drawing)  power  of  attorney  and 
certified  copy  of  U.S.  application  filed  March  30th,  1905,  Serial 
No.  252,932,  relating  to  the  manufacture  of  metallic  films  and  also 
disclosing  the  use  of  flakes  of  cobalt  and  oobalt-|i ckel  alloy 
in  the  active  maBS. 


Specification  (no  drawings)  power  of  attorney,  and  > 
certified  copy  of  U.S.  application  filed  March  30th,  1905,  Serial 
No.  252,931,  relating  to  the  process  of  applying  to  the  flakee^l^ 
active  material  by  means  of  a  sticky  substance,  such  qb 
or  glucose. 


GERMANY  E 

Specification,  drawings  in  duplicate,  power  of  attorney, 
and  certified  copy  of  U.S.  application  filed  by  Edison  and  Ayls- 
worth  April  28th,  1905,  Serial  No.  257,807  on  storage  battery  elec¬ 
trodes,  disclosing  the  use  of  tubular  pockets,  but  without  the 


No.  11  -  M.  &  S. 

high  pressure  of  Case  A,  above  referred  to. 

The  power  of  attorney  enclosed  with  this  ease  is  signed 
hy  Mr.  Edison  personally,  as  I  am  in  hopes  that  the  application 
can  be  made  in  Mr.  Edison’s  name  alone.  I  will,  however,  send 
you  a  power  of  attorney  signed  by  Mr.  Aylsworth  also,  so  that  if 
it  becomes  absolutely  necessary  to  file  the  application  in  the 
joint  names,  this  can  be  done. 

GERMANY  E 

Specification,  power  of  attorney  and  drawings  (six 
sheets)  in  duplicate,  for  tube  filling  arid  tamping  machines. 

This  is  the  special  machine  by  which  the  high  pressure  is  applied 
to  the  small  increments  of  active  material,  and  so  far  aB  this 
particular  case  is  concerned,  no  complications  need  be  anticipated. 

AUSTRIA  A 

Papers  for  Austria  -  specification,  power  of  attorney 
and  drawings  in  duplicate,  corresponding  to  Germany  A  above. 

AUSTRIA  B 

Specification,  power  of  attorney,  (no  drawings)  corres¬ 
ponding  to  Germany  B  a$ova. 

AUSTRIA  C 

Papers  corresponding  to  Germany  C  above,  except  that 
instead  of  sending  a  certified  copy  of  the  complete  U.S.  applies 
tion,  of  March  30th,  1905,  I  send  you  a  certified  copy  of  the 
claims  as  filed  on  that  date,  which  I  understand  is  all  that  is 


tnaaaa,-rv  In  Austria. 


Ho.  12.  -  M.  &  S. 

AUSTRIA  3D 

Papers  corresponding  to  Germany  D  above,  except  that  a 
certified  copy  of  the  American  claims  is  sent  instead  of  the  com¬ 
plete  Implication. 

AUSTRIA  R 

Papers  corresponding  to  Germany  ,^  above,  except  that 
a  certified  copy  of  the  American  claims  is  sent  instead  of  the 
complete  application.  In  this  case  I  will  also  sand  you  later, 
power  of  attorney  signed  by  Mr.  Aylsworth  in  case  it  becomes 
necessary  to  file  the  application  in  the  joint  names. 

AUSTRIA  P 

Specification,  power  of  attorney  and  drawings  corres¬ 
ponding  to  Germany  P  above. 

HUNGARY  A 

legalized  power  of  attorney, and  drawings  in  duplicate, 
corresponding  to  Germany  A.  The  specification  will  be  the  same, 
and  an  extra  copy  for  Hungary  is,  therefore,  not  Bent. 

HUNGARY  B 

Legalized  power  of  attorney  for  application  correspond¬ 
ing  to  Germany  B,  the  latter  specification  to  be  followed. 

HUNGARY  C 

Legalized  power  of  attorney  and  certified  copy  of  U.S. 
claims,  corresponding  to  Germany  C.  Specification  to  be  the  same 
as  in  the  latter  case. 


HUNGARY -3D 


Ho.  13  -  M.&  S. 

claims  corresponding  to  Germany  D. 

HUNGARY  B 

legalized  power  of  attorney,  certified  copy  of  u.S. 
claims  and  drawings  corresponding  to  Germany  E. 

Kindly  note  that  the  lithographer  has  furnished  me 
three  copies  of  the  first  sheet  and  only  one  copy  of  the  second 
sheet,  it  will,  therefore,  he  necessary  for  you  to  hare  made 
a  linen  tracing  of  the  second  sheet  before  the  papers  are  filed, 
in  this  case  I  will  also  send  you  an  extra  power  of  attorney  filed 
by  Mr,  Aylsworth  in  the  event  that  it  becomes  necessary  to  file 
the  application  in  the  joint  names. 

HUNGARY  F 

legalized  power  of  attorney  and  drawings,  corresponding 
to  Germany  F.  The  specification  to  be  followed  in  the  latter  case. 

As  I  have  said  above.  Case  F  presents  no  complications 
as  it  is,  not  filed  under  the  International  Convention,  but  a  num¬ 
ber  of  questions  lave  arisen  in  my  mind  in  regard  to  the  other 
cases,  which  I  shall  leave  to  you  for  deoision:- 

(1)  In  order  to  secure  entire  protection  in  Germany, 
Austria  and  Hungary,  and  to  avail  ourselves  of  the  rights  under 
the  international  Convention,  will  it  be  necessary  to  file  all  of 
the  applications,  A,  B,  C,  D,  and  E,  above  referred  to?  Concern¬ 
ing  Case  B,  I  have  not  considered  it  necessary  tc  furnish  a  certi¬ 
fied  copy  of  the  corresponding  U.S.  case,  since  the  disclosure 
of  the  use  of  flakes  of  cobalt  or  cobalt-nickel  alloy  is  clearly 


No.  14.  M.  &  S. 

made  in  the  U.S,  cases  of  the  same  date ,  Serial  Nos.  252,931  and 
252,932,  filed  with  oases  C  ana  X),  above  referred  to. 

(2)  If  application  A  is  filed  without  cases  B,  D  and 
E,  could  Mr.  Edison  avail  himself  of  the  date  of  March  30th,  1905, 
as  a  disclosure!  of  the  use  of  cobalt  or  cobalt- nickel  flakes, 
and  as  a  disclosure  of  the  process  for  applying  the  flakes  by- 
means  of  a  sticky  material,  and  could  he  avail  himself  of  the 
date  of  April  28th,  1905  as  a  disclosure  of  the  use  of  tubular 
pocJsets?  In  other  words,  it  occurrred  to  me  that  sinoe  Case  A 
is  practically  a  combination  of  Cases  B,.D  and  E,  amplified  to 
include  the  latest  experiments,  it  might  be  possible  to  dispense 
with  Cases  B,  "JD  and  E,  p rovided  the  benefits  of  the  International 
Convention  can  be  secured  for  such  purpose’s  of  Casa  A  as  may  have 
been  disclosed  in  the  prior  U.S,  applications. 

(3)  If  CasoB  B,  D  and  E  are  filed,  having  the  benefit 
of  the  corresponding  U.S. applications,  would  those  cases  ba  con¬ 
sidered  as  prior  to  Case  A  in  the  sense  of  operating  as  references 
against  the  latter  case,  and  if  so,  would  the  claims  of  the  latter 
patent  be,  in  your  opinion,  valid? 

(4)  Are  the  claims  which  I  have  presented  in  the 
several  spec if i cations  properly  drawn,  in  your  opinion,  to  cover 
the  inventions?  Please  do  not  hesitate  to  correct  the  claims  in 
any  way  that  your  judgment  dictates,  and  bear'  in  mind  that  should 
you  decide  not  to  file  Cases  B,  B  and  E,  th!,e  corre spending  claims 
in  these  cases  should  if  necessary,  be  introduced  in  Case  A. 

(5)  In  connection  with  cases  0%  D  and  K,  you  will 


Ho.  15.  M  &  S 

notice  that  in  the  specifications  sent  you  herewith,  1  have  not 
followed  absolutely  the  language  of  the  corresponding  XI. S.  cases, 
hut  have  modified  the  same  to  accord  more  nearly  with  out  present 
knowledge.  You  may  conclude  to  change  the  specifications  to /bring 
them  more  into  harmony  with  the  XI. S,  cases,  although  X  do  not 
want  this  done,  unless  in  your  opinion  it  is  strictly  necessary. 
After  you  have  decided  as  to  what  course  to  follow  to  make  our 
protection  as  comprehensive  as  possible,  kindly  arrange  to  file 
the  applications  on  Friday,  December  29th,  next,'.  All  of  the 
applications  are  to  be  filed  in  Mr.  Edison* s "name ,  but  i f  thiB 
cannot  be  done  in  connection  with  Case  E,  that  particular  applica¬ 
tion  will  have  to  be  filed  in  the  joint  ntmes  of  Edison  and  Ayls- 
worth.  If,  after  you  have  fully  considered  the  several  questions 
herein  presented,  you  conclude  that,  all  the  applications,  or  such 
as  |ou  may  consider  necessary,  can  be  filed  Ah  the.  above  date, 
kindly  cable  me  the  word  "Approve du .  If,  on  the  contrary,  there 
will  be  difficulties  in  the  way  that  will  make  further  correspond¬ 
ence  necessary,  cable  me  the  word  "Impossible".'  As  soon  as  the 
applications  are  filed,  send  me  the  official  rec^pts  and  I  will 
advise  you  concerning  the  proper  folio  numbers  for  the  several 
oases. 

I  am  sending  herewith  to  Me  Bars.  Harris  &  Mills , 

23  Southampton  Bldgs.  I.ondon,  corresponding  applications  for  pa¬ 
tents  in  England;  to  Messrs.  Brandon  Bros.  59  Rue  de  Provence, 
Paris,  corresponding  applications  for  Prance,  Belgium  and  Italy, 
and  to  Aug.  Hagelin,  Drottninggatan  8,  Stockholm',  corresponding 


Ho.  16 


&  S. 


applications  for  patents  in  Sweden,  except  that  Case  j  is  not  to 
be  filed  in  Belgium,  Italy  and  Sweden.  1  have  given  instructions 
similar  to  those  of  ttia  letter  to  these  gentlemen,  and  have  re¬ 
quested  all  of  them,  i^.' case  any  difficulties  are  encountered  that 
will  be  likely  to  prevent  the  applications  from  being  filed  on 
the  above  date,  to  notify  you  promptly,  so  that  there  may  be  no 
miscarriage.  I  suggest  that  you  comuni  cate  with  these  gentlanen 
in  order  to  satisfy  yourselves  definitely  that  the  applications 
will  he  filed,  and  their  views  as  to  the  proper  couree  to  follow 
in  the  several  ooimtri.es  with  which  they  deal  may  influence  you 
in  the  course  to  he  followed  in  Germany,  Austria  and  Hungary. 

At  any  rate ,  let  me  again  urge  the  very  great  importance  of  the 
cases  which  I  am  sending  today.  1  sincerely  trust  that  my  views 
as  above  expressed  are  entirely  clear  to  you. 

Yours  vary  truly, 

iXD/AHIC. 


P.S. 

Regarding  the  cases  submitted  herewith,  1  have  transposed 
the  following  English  statements  of  weight,  etc.  into  their 
equivalents  in  the  metric  system  and  1  will  he  obliged  if  you  will 
kindly  verify  these  transpositions  before  the  cases  are  filed, 
in  order  that  no  errors  jjay  arise  Jr 


Ho.  17  -  M.  &  S. 


(1)  4,000  lhs.  per  square  inoh  to  280  kilograms  per 
square  centimeter, 

(2)  .004  inches  to  0.1  millimeter, 

(3)  4  inches  to  10  millimeters, 

(4)  1/4  inoh  to  6.5  millimeters, 

(5)  30  mesh  screen  per  inch  to  12  mesh  screen  per 
centimeter,  . 

(6)  15  mash  screen  per  inoh  to  6  meBh  screen  per 
oentimeter, 

(7)  One  thousand  lhB.  to  450  kilograms, 

(8)  30  to  40  lha.  to  15  kilograms  (this  need  only  he 
approximate , ) 

(9)  2  grams  per  inch  to  0.8  grams  per  centimeter, 

(10)  20,000  lhB.  per  square  inch  to  1400  kilograms 

per  square  centimeter, 

(11)  3  lhs.  to  1.35  kilograms, 

(12)  5  Inches  to  12.  5  centimeters. 

Of  course  in  giving  She  metric  equivalent  of  the  English  weight 
etc.  1  have  not  attempted  to  he  strictly  exact,  hut  1  will  he 
obliged  if  you  will  verify  these  figures  in  order  that  no  serious 
discrepancy  may  appear. 


[FROM  FRANK  LEWIS  DYER] 


V."!  J) 


S.  Borgniarra,  Esq.,  , 

Borlin,  Oornaiy. 

Dear  Sir:  ' 

I  have  had  frequent  occasion  to  consider  the  Jungnor 
German  patent  Ho.  1102X0  and  have  discussed  the  same  many  times 
with  Mr.  Edison,  in  order  to  determine  the  proper  relation  of  the 
Ed  toon  battery  to  that  patent  Without  {joins  Into  details,  as  to 
the  reasons  for  my  views,  I  am  very  confidently  of  the  opinion- 

(1)  that  the  Jungner  patent,  is  probably  invalid  in  view  of  prior 
publications  and  patents  discovered  by  Mr.  Edison's  exports,,  two 
of  Y/hom  were  employed  continuously  for  more  than  two  years  on  the 
search. 

(2)  that  if  the  .Tungner  patent  is  not  invalid,  it  can  at  host  he 
considered  as  covering  an  advance  of  no  practical  value. 

(3)  that  the  Edison  battery  makes  use  of  different  active  materials 
its  mechanical  construction  is  different,  and  it  does  not  embody 

the  suggestions  of  the  {Tungner  patent,  and  therefore  does  not 
infringe  said  patent . 

Furthermore,  we  already  have  tin  action  pending  for  the 
cancelment  of  the  Jungner  patent  because  of  failure  to  eicplodt 
the  some  in  Germany,  and  v/a  propose  to  immediately  commence  a  new 
action  to  have  the  patent  annulled  because  of  prior  knov/ledge,  and 
in  both  actions  I  regard  our  chances  of  success  as  good! 

In  conclusion  let  me  say  that  Hr.  Edison  is  of  ray  opinion 
in  this  matter,  having  satisfied  himself  by  actual  demonstration 
in  his  laboratory.  Finally,  since  Mr.  Edison  has  expended  many 
hundred  thousand  dollars  on  the  developement  of  his  battery,  it 


-2- 

W  be  reasonably  assumed  that  he  is 
in  this  regard. 


.  Yours  truly, 


pretty  sure  of  his  position 


Counsel  for  Hr.  Edison, 


///<’&$• 

Uui'otuiHluntlca  von  9- A. 
Bank -Con  to: 

DEUTSCHE  BANK, Deposirenkosse  0 
FernsprechenAmr  IV, 2763. 
Telegrammadresse:SATISULTRA.  BERLIN. 
WESTERN  UNION  TELEGRAPHIC  CODE. 


r.  10 ,  .11 

*  Yf //do/ *>//.///.  /Sf  /'(cf/rt>  \  4,y 


Frank  L.  Dyer 

Orange  N.  J. 


Dear  Sirs 

Cancelmemt  Suit  against  Jungner  D.  R.  P.  110210, 

I  beg  to  confirm  my  cablegram  of  yesterday  wording  "Jungner 
patent  110210  finally  cancelled  ground  nonworking".  From  this 
cablegram  you  will  have  seen  that  this  cancelmant  suit  has  been 
decided  in  our  favour  by  the  Supreme  Court.  There  is  now  no  patent 
Jungner  110210  which  could  be  used  against  the  accumulator  of 
Mr.  Edison.  I  am  very  much  pleased  with  thiB  success  which  is  very 
important  in  view  of  the  fact  that  the  Jungner  people  had  very 
successfully  promulgated  the  opinion  that  the  Edison  battery  could 
not  be  manufactured  in  Germany  in  view  of  Jungners  patent, 

I  have  not  written  to  you  in  this  matter  since  July  29,  be¬ 
cause  I  did  not  need  instructions  from  you.  In  the  meantime  I 
had  received  a  reply  from  the  Jungner  people  againBt  my  arguments 
of  appeal.  Copy  of  this,  reply  is  enclosed. 

In  this  reply  the  Jungner  people  made  a  very  severe  criticism 
against  the  experiments  of  Professor  Foerster  showing  the  varia¬ 
bility  of  the  electrolyte  in  the  nickel  iron  accumulator  and 


-  1  - 


and  suggesting  that  the  variability  of  concentration  in  the 
Edison  accumulator  eventually  may  be  caused  by  the  presence  of 
mercury  in  the  iron  electrode.  In  view  of  this  criticism  it  seemed 
to  be  necessary  to  make  strong  efforts  to  show  by  further  expe¬ 
riments  that  the  criticism  was  not  well  founded.  I  therefore  with 
consent  of  Mr.  Bergnann  asked  Professor  Foerster  to  continue  his 
experiments  in  view  of  the  criticism  of  the  Jungner  people.  The 
German  Company  was  kind  enough  to  send  Mr,  Rafn  to  Dresden  in 
order  to  assist  Professor  Foerster. and  to  hasten  the  obtaining  of 
final  results'. 

Before  the  results  of  further  experiments  could  be  obtained, 

I  communicated  with  Professor  Foerster  in  order  to  induce  him  to 
prepare  a  paper  showing  in  theoretical  manner  that  the  criticism 
against  his  opinion  was  not  well  taken.  This  was  necessary  in 
view  of  the  fact  that  the  arguments  of  the  Jungner  people  against 
my  appeal  only  were  filed  at  the  end  of  the  month  of  October 

and  that  a  hearing  before  the  Supreme  Court  (Reichsgericht)  was 
th 

already  fixed  for  the  25  of  November.  The  hearing  however  was 
nd 

delayed  to  the  2  of  December.  On  the  lBt  of  December  I  went  to 

Leipzig  together  with  Mr.  Karamerhof ,  Professor  Foerster,  and  Mr. 
nd 

Rafn.  On  the  2  of  December  we  had  a^ couple  of  hours  to  wait 
before  the  Court  was  ready  to  take  up  our  case.  But  time  had  in 
the  meantime  so  much  advanced  that  the  Attorneys  could  not  help 

to  ask  for  delaying  the  matter.  A  new  hearing  was  fixed  on  the 
'  th 

8  of  January  1906.  In  the  meantime  Professor  Foerster  finished 
his  experiments  with  the  assistance  of  Mr.  Rafn  and  reported  about 


about  this  ppint  in  two  reports;  one  of  the  same  relating  to  the 
variability  of  the  concentration  in  Edison  cells  and  the  Becond 
relating  to  the  variability  of  concentration  in  two  Jungner  cells 
of  the  Kolner  Akkumulatoren  Werke  Gottfried  Hagen  procured  by'  the 
Bergmnn  workB.  These  new  experiments  corroborated  the  formerly 
obtained  results  and  showed  that  indeed  nickel  iron  cells  with 
mercury  in  the  iron  electrode  gave  considerable  changes  of  con¬ 
centration  as  well  as  nickel  iron  cells  without  mercury  such  as 
manufactured  by  the  Jungner  people. 

After  a  thorough  discussion  of  the  whole  situation  the  Court 
decided  to  cancel  the  patent  on  ground  of  nonworking.  The  written 
decision  will  follow  later  on.  The  Court  in  the  arguments  of  de- 
cisioh  has  not  considered  the  fact  thatjthe  electrolyte  in  nickel 
iron  cells  undergoes  changes  of  concentration,  but  the  Court  has 
simply  declared  that  the  Patentee  has  not  done  all  he  could  to 
secure  the  working  of  the  invention.  This  decision  is  the  severest 
which  ever  has  been  made  by  the  Supreme  Court  with  relation  to 
the  working  of  patents  in  Germany.  I  am  however  sure  that  the 
Court  has  considered  our  arguments  relating  to  the  variability  of 
concentration  of  the  electrolyte  in  nickel  iron  cells  and  that  he 
would  not  have  made  his  severe  decision  if  he  would  not  have  been 
convinced  that  a  cancelling  of  the  patent  would  become  necessary 
in  every  event  in  view  of  the  fact  that  the  accumulator  manu¬ 
factured  by  the.  Jungner  people  was  not  an  accumulator  in  accor¬ 
dance  with  the  Jungner  patent.  Even  there  was  still  another  argu¬ 
ment  made  by  me  against  the  working  actions  of  the  Jungner  people 
consisting  in  the  assertion  that  the  working  actions  could  not  be 

-  3  - 


be  taken  into  consideration  because  some  were  standing  on  an  il¬ 
legal  basis;  the  nickel  iron  accumulator  of  the  Jungner  people 
infringes  Edison  patent  for  the  nickel  iron  combination.  These 
two  arguments  were  apparently  very  inconvenient  for  the  Court  and 
in  ray  opinion  this  fact  gave  much  assistance  in  our  favour. 

The  Attorney  of  the  other  side  was  assisted  by  Dr.  Liebenow 
of  the  Akkumulator  Fabrik  Aktiengesellschaft  Berlin-Hagen,  the 
same  who  files  oppositions  againBt  each  application  of  Mr.  Edison 
which  is  published  by  the  Patent  Office.  The  Akkumulator  Fabrik 
Berlin-Hagen  controls  practically  the  whole  market  in  Germany 
and  has  an  agreement  with  the  Kolner  Akkumulatoren  Werke  Gottfried 
Hagen  who  had  acquired  the  Jungner  patent.  The  Jungner  patent 
being  cancelled,  there  is  in  my  opinion  a  possibility  to  come  to 
an  arrangement  between  the  German  Edison  Company  and  the  Eolner 
Akkumulatoren  Werke  and  the  Akkumulatoren  Fabrik  Aktiengesell- 
schaft  Berlin-Hagen.  When  going  back  from  Leipzig  to  Berlin,  I 
have  taken  the  opportunity  to  discuss  the  situation  with  Mr. 
Kammerhof  of  the  Edison  Company  and  with  Dr.  Liebenow.  I  am  under 
the  impression  and  Dr.  Liebenow  declared  freely  this  impression 
to  be  correct  that  the  Akkumulator  Fabrik  Berlin-Hagen  would  be 
willing  to  make  an  agreement  with  the  German  Edison  Coup  any.  Like¬ 
wise  I  think  that  it  would  be  possible  without  employing  too  much 
money  to  make  ah  agreement  with  the  Kolner  Akkumulatoren  Werke 
with  the  effect  that  the  Kolner  Akkumulatoren  Werke  give  up  the 
manufacture  of  alkaline  accumulators  and  assign  their  patents  and 
rights  to  Mr.  Edison.  In  my  opinion  this  would  be  very  agreeable 

-  4  - 


agreeable  for  us  in  view  of  the  application  of  the  Kolner  Akkumu- 
latoren  Werke  for  the  manufacture  of  metallic  films  as  conductive 
material.  You  remember  this  application  which  I  sent  you  some 
weeks  ago  and  which  in  some  way  anticipates  one  of  the  new  in¬ 
ventions  of  Mr.  Edison. 

the  Jungner  people  will 

We  can  assume  that  /him  some  way  be  inclined  to  make  such 
agreement  because  the  agreement  between  the  Kolner  Akkumulatoren 
Werke  and  Jungner  is  such  that  price  which  has  been  paid  by  the 
Kolner  Akkumulatoren  Werke  to  Jungner  will  be  restored  now  after 
the  cancelment  of  the  Jungner  patent.  We  are  acquainted  now  with 
this  fact  from  a  copy  of  the  agreement  between  the  Kolner  Akkumu¬ 
latoren  Werke  and  the  Jungner  Company whic^  had  acquired  with  the 
consent  of  Mr.  Bergnann  from  Mr.  Schoop  who  was  formerly  asso¬ 
ciated  with  the  Jungner  people  but  who  was  then  fired  out  and 
who  is  now  an  enemy  of  them.  I  send  you  copy  of  this  agreement 
together  with  translation  and  also  copy  of  an  opinion  in  the 
matter  of  the  British  Jungner  patent  which  I  had  likewise  acquired 
by  Mr.  •Schoop1''-  This  explains  at  the  same  time  the  charge  of 
403,  20  M  contained  in  my  enclosed  debit-note. 

I  will  discuss  the  matter  of  an  understanding  between  the 
German  Edison  Company  and  the  Akkumulatoren  Pabrik  Berlin-Hagsn 
and  the  Kolner  Akkumulatoren  Werke  Gottfried  Hagen  with  Mr. 
Bergnann  in  the  next  few  days.  However  I  think  it  to  be  advisable 
that  you  consider  also  this  matter  so  that  you  may  be  able  to 
conmunicate  with  Mr.  Bergnann  in  connection  with  these  things. 
Ifyself  I  am  very  much  disappointed  that  I  have  not  only  to  fight 
against  the  Patent  Office  ,  but  also  against  Dr.  Li  ebenow  after 


after  having  succeeded  to  overcome  the  opposition  of  the  Examiner. 
I  also  would  like  very  much  that  the  cancelment  suit  of  the 
Kolner  Akkumulatoren  Werke  Gottfried  Hagen  against  the  Edison 
patent  for  the  nickel  iron  combination  would  be  withdrawn. 

In  connection  with  the  very  severe  decision  of  the  Supreme 
Court  against  the  Jungner  patent  I  must  call  your  attention  to 
the  fact  that  it  is  of  highest  importance  that  the  German  Company 
takes  up  the  manufacture  of  the  Edison  accumulator.  You  know  that 
the  delay  for  working  the  Edison  patent  137142  for  the  electrode 
with  pocketB  containing  the  active  mass,  has  expired  some  months 
ago.  In  order  to  keep  this  important  patent  valid,  it  will  be 
necessary  to  take  up  the  regular  manufacture  of  the  accumulator 
as  sooh  as  possible.  Also  with  the  view  of  successful  carrying 
through  the  cancelment  suit  against  the  nickel  iron  combination 
patent,  it  is  indispensable  that  the  manufacture  is  so  hastened 
that  we  have  lots  of  batteries  manufactured  in  Germany  which  show 
their  practical  value  that  Mr.  Edison  has  made  inventions  of 
highest  importance  apd  that  he  therefore  is  entitled  to  every 
protection.  Oar  Supreme  Court  has  the  highest  esteem  for  inven¬ 
tions  which  can  be  shown  to  be  of  great  practical  value.  I  am 
very  anxious  with  respect  to  the  decision  of  the  Reichsgericht  in 
the  matter  of  the  cancelment  suit  of  the  Kolner  Akkumulatoren 
Werke  against  the  nickel  iron  combination  patent,  if  the  regular 
manufacture  of.  batteries  in  Germany  is  not  started  in  the  next' 
few  months. 

In  connection  with  this  I  beg  to  say  that  the  hearing  before 
the  Patent  Office  in  the  matter  of  this  cancelment  suit  been 


teen  fixed  on  February  5  .  I  suppoBe  that  the  Patent  Office  will 

make  its  decision  in  this  hearing.  We  then  can  assume  that  a 
hearing  before  the  Supreme  Court  will  take  place  about  the  end  of 
this  year, 

I  enclose  my  debit-note  in  this  matter,  including  the  ex¬ 
penses  paid  to  Mr,  Schoop,  to  Professor  Foerstar  etc.  and  beg 
to  credit  my  account  in  this  matter  in  accordance  with  same.  With 
relation  to  this  point  I  beg  to  say  that  Professor  Foerster  will 
still  malce  a  further  charge  for  the  work  done  in  the  last  time. 

I  find  these  charges  rather  somewhat  big,  however  Professor 
Foerster  is  in  somewhat  bad  humour  that  till  now  we  have  opposed 
to  his  publishing  the  results  and  experiments  made  by  him.  I  thinlr 
that  we  have  no  reason  to  retain  the  experiments  relating  to  the 
change  of  concentration  of  the  electrolyte  and  that  we  should 
consent  to  the  publication  of  these  experiments.  I  think  that 
such  publication  would  at  the  same  time  be  a  good  way  to  raise 
the  credit  of  the  Edison  accumulator  over  that  of  the.Jungher 
accumulator  because  such  publication  would  show  that  Jungner  has 
nothing  done  and  that  Edison  has  been  the  first  who  has  advanced 
the  matter  of  the  alkaline  accumulator  over  the  mere  theoretical 
standpoint  disclosed  in  the  old  French  patent  to  Darrieus.  I 
beg  to  send  me  your  opinion  relating  to  such  publication  of 
Professor  Foerster. 

Yours  truly 


3  copies 

debit-note 

translation. 


Alexandrine  jib  tr  137, 

Berlin,  Germany. 

Bear  Sir:- 

Your  cablegram  of  the  9th  inst.  was  duly 
received,  advising  me  that  you  have  succeeded  in  having  the 
.Tungner  patent  Ho.  110,210  finally  cancelled  on  the  ground 
of  non-||rking.  This  is  first-rate,  and  Mr.  Edison  is  partic¬ 
ularly  pleased  tit  your  success.  Please  accept  my  very  heat 
congratulations.  If  any  decision  in  the  matter  has  been 
rendered,  kindly  Bend  me  a  translation  thereof.  Does  this 
settle  the  matter,  or  can  an  appeal  he  taken? 

With  best  wishes,  believe  me  - 

Yours  very  truly, 


pld/abk. 


Jan.  26th, 1906. 


Dr.  D.  Sell, 

Alexandrinenstr  137, 

Berlin,  Germany. 

Dear  Sir:- 

CAHCKEMEHT  SPIT  AGAINST  JtJNGNKR  PATENT  HO. 110210: 
Your  favor  of  the  10th  inst.  has  been  received,  accompanying  the 
several  documents  referred  to,  and  I  thank  you  very  much  for 
the  same.  I  shall  expect  to  receive  from  you  a  copy  of  the  de¬ 
cision  of  the  Supreme  Court  when  rendered,  together  with  a 
translation  thereof.  In  the  future  whenever  you  forward  any 
doouments  that  you  regard  of  special  interest,  kindly  always 
have  them  translated,  because  it  is  difficult  to  have  this  done 
effectively  here. 

How  that  the  Jungner  patent  is  finally  cancelled,  I 
should  imagine  that  the  Kolner  Akkumulatoren  Werke  Gottfried 
Hagen  and  the  main  company,  the  Akkumulatoren  Eabrik  Aktienge- 
sellschaft  Befcl  in-Hagen  would  he  entirely  willing  to  a 
reasonable  arrangement  under  which  they  would  agree  to  withdraw 
from  the  manufacture  of  alkaline  batteries  and  turn  over  to  the 
German  Edison  Company  such  patents  as  they  may  have  already  se- 
c|red,  provided  the  latter  are  of  any  value  at  all.  At  this  dis¬ 
tance 


Dr.  1..  Sail  -  2. 

tanoe  from  Berlin,  it  is  dlffioult  to  decide  what  should  he 
done,  hut  Hr.  Edison  has  a  very  high  opinion  of  Hr.  Bergmann's 
judgment  and  ahilities  and  is  satisfied,  therefore,  to  leave 
the  matter  entirely  to  him.  I  have,  therefore,  cabled  you  today 
as  follows:" 


"Satisultra, 

Berlin. 

"Edison  leaves  making  agreement 
Berlin  and  Kolner  Hagen  to  Bergmann's  judgment. 
Explain  situation  to  Borgmann.  Postpone  hear¬ 
ing  February  fifth,  if  possible.  On  vihat 
grounds  is  iron-nickel  patent  attacked." 

(Signed)  Dyer." 

After  sending  the  above  cablegram,  it  occurred  to  me  that  Hr. 
Bergmann's  authority  in  the  premises  might  be  too  broad.  Ho 
agreement  should  be  concluded  until  the  same  had  received  Hr. 
Edison's  approval.  Consequently,  I  have  just  sent  you  a  second 
cablegram,  as  follows 

"Satisultra, 

Berlin. 

"Any  agreement  must  have  Edison's 

approval". 

(Signed)  Dyer." 

Of  course,  Mr.  Bergmann  might  decide  that  in  view  of  all  the 
facts,  it  would  be  better  not  to  approaoh  the  Berlin-Hagen  and 


Dr.  Bell  -  3. 

Kolner-Hagen  Companies^  although  I  eeo  no  objection  to  sounding 
these  people  as  to  what  they  would  he  willing  to  do. 

You  refer  in  your  letter  to  the  f aot  that  the  Kolner- 
Hagen  Company  has  brougit- a  Canoelment  suit  against  the  Edison 
Iron-nickel  combination  patent,  Ho.  167,290,  dated  Eobruary  6th, 
1901  (Eolio  125),  1  do  not  remember  having  heard  of  this  suit 

before,  and  therefore  have  asked  you  in  my  cablegram  to  advise 
me  upon  what  grounds  the  patent  has  been  attacked.  I  imagine 
that  the  ground  of  the  cancelment  suit  is  laok  of  patentable 
novelty  or  invention,  since  the  patent  does  not  require  to  be 
worked,  according  to  my  records)  until  November  7th,  1907. 

Of  course,  if  Mr,  Bergmann  concludes  that  he  should  approach 
the  Berlin-Hagen  and  Kolner-Hagen  Companies,  the  first  thing  to 
do  would  be  to  postpone  the  hearing  on  this  cancelment  suit, 
now  set  for  Eebruary  5th,  since  if  an  agreement  is  made,  the 
suit  would  not  be  preBBed,  and  I  have  made  this  suggestion  in  my 
cablegram. 

You  also  refer  in  youfc  letter  to  the  fact  that  in 
your  opinion  "it  is  of  the  highest  importance  that  the  German 
Company  takes  up  the  manufacture  of  the  Edison  accumulator", 
since  our  patent  Ho.  137,142  (Eolio  67)  required  to  be  worked 
before  September  27th,  1905.  Mr.  Bergmann,  1, understand,  expects 
to  sail  for  .America  on  Eebruary  6th  and  will  be  here  only  about 
two  weeks,  and  upon  his  return  it  is  possible  that  aotive  manu* 
faoturing  operations  may  shortly  be  commenced.  However,  if  you 
explain  the  situation  to  Mr.  Bergmann,  he  will  no  doubt  do  every¬ 
thing  that  you  may  consdder  necessary  in  the  way  of  actual  menu- 


faoture,  in  order  that  our  patent  may  not  be  successfully  at** 
tacked.  It  has  always  seemed  to  me  that  the  German  Company 
has  done  all  that  could  be  expected  of  it  in  the  way  of  working 
our  patents,  and  has  expended  large  sums  of  money  in  rotating 
its  factory  and  equipping  the  necessary  machinery,  and  ha's  shown 
an  earnest  intention  of  going  ahead  with  actual  commercial  opera- 
tions  in  good  faith.  At  the  same  time,  the  maintenance |of  the 
German  patents  rests  with  you  and  Mr.  Bergmann,  and  Mr.  Bergmann 
must  do  everything  that  you  fool  is  necessary  to  keep  the  patents 
in  foroe. 


std/abk. 


Yours  very  truly, 


Edison  Storage  Battery  Oo . , 
rrlon  Ridge,  W.  J, 


Pittsburg,  Pa., 


th ,  1906 . 


Dear  Sirs: 

A  little  more  than  a  year  ago  1  ordered  from  the  Pope  Motor' 
Oar  Oo.,  Indianapolis;:  through  its  afient,  Mr.  Anderson,  of  the  Edge- 
worth  Machine  Co.,  Edgeworth,  Pa.,  a  Waverly  Electric  Automobile,  which 
I  had  them  manufacture  especially  for  your  battery,  and  had  them  purchase 
for  me  a  battery  which  I  placed  in  tho  machine.  I  did  this  on  the 

strength  of  the  claims  made  for  the  battery  in  your  circulars  issued  to 

J)  t-v 

the  public,  and  of  the  representations  made  by  your  agent  at  the  St. 

Louis  Exposition  as  to  what  the  battery  would  do.  Por  the  purposes  for 
which  I  wished  to  use  the  vehicle,  it  was  of  no  use  unless  it  would  run 
at  least  fifty  miles  over  first-class  roads  on  a  single  charge ,  and  X 
did  not  wish  to  be  constantly  repairing  it  and  replacing  plates. 

The  statements  made  to  me  by  your  Agent  and  by  the  circulars  pub¬ 
lished  by  you,  were  to  the  effect  that  the- battery  would  carry  an  auto¬ 
mobile  at  least  sixty-five  miles  over  any  hind  of  fairly  good  roads 
upon  one  charge,  and  was  practically  indestructible,  that,  is,  that  it 
would  not  wear  out,  but  would  be  guaranteed  for  a  year,  and  would  pro¬ 
bably  be  as  good  as  new  at  the  end  of  several  years.  Relying  upon  these 
representations  and  guarantees,  I  had  the  machine  made  specially  equip¬ 
ped  for  your  battery,  and  not  of  a  shape  suitable  for  the  old  form  of 
batteries,  at  a  cost  to  me  of  a  little  more  than  .f?1400.  The  best  ser¬ 
vice  I  could  get  out  of  it  upon  a  full  charge,  after  having  it  under 
charge  several  times  as  long  as  you  said  was  necessary  to  charge  it, 
was  .about  forty  miles  over  perfectly  smooth  and  level  macadamized  roads, 
being  not  quite  equal  to  what  my  neighbors  get  out  of  a  Sperry  battery; 


page  2. 

and  in  a  short  time  the  power  of  the  battery  ran  down  so  that  it  would  . 
only  run  about  -ten  miles.  When  I  complained  of  this  through  Jtr,  Ander¬ 
son,  you  very  kindly  sent  me  another  battery  of  the  same  type,  not  quite 
as  good  as  the  first  one,  out  of  which  I  could  get  only  a  distance  of 
about  twenty-five  miles,  and  informed  me  in  your  letters  to  him,  which 
I  have  in  my  possession,  that  by  the  first  of  the  year  you  would  have 
manufactured  and  ready  for  delivery  a  battery  which  would  more  than  come 
up  to  your  representation  and  promises  in  relation  to  the  former  one, 
and  that  you  would  supply  me  with  one  of  the  new  batteries  in  place  of 
the'  old  one.  Upon  the  strength  of  this,  I  put  the  machine  away  and 
quit  using  it,  waiting  until  I  could  got  the  new  battery. 

I  find  now  by  your  letter  of  February  13th  to  Mr.  Anderson  that 
your  new  battery  will  not  be  ready  until  the  end  of  the  year  1906,  and 
learn  from  your  Mr.  Bee,  through  Mr:  Anderson,  that  the  battery  when 
made  will  not  be  of  a  shape  adapted  to  use  in  my  vehicle.  I  have  o